Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although (a) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 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) A termination of employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, payments under this Agreement are intended references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be exempt from or comply with a “specified employee” within the applicable requirements meaning of that term under Code Section 409A and shall be limited409A(a)(2)(B), construed and interpreted in a manner so as to comply therewith. In furtherance then each of the foregoingfollowing shall apply: (i) notwithstanding 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 date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (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 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 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, 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. (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) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements offset, counterclaim or in-kind benefits during one calendar year will not affect the recoupment by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation payable to Employee.Executive unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although (a) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or and benefits under this Agreement comply with 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 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) A termination of employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, payments under this Agreement are intended references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be exempt from or comply with a “specified employee” within the applicable requirements meaning of that term under Code Section 409A and shall be limited409A(a)(2)(B), construed and interpreted in a manner so as to comply therewith. In furtherance then each of the foregoingfollowing shall apply: (i) notwithstanding 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 date which is the earlier of (A) the expiration of the six-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 this Section 21(c)(i) (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 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, 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. (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) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.offset unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although 9.1 To the Company makes no guarantee extent that Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (together with respect any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service, “Section 409A”) is applicable to the tax or other treatment of payments or benefits under Executive, this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409Apayment, payments under this Agreement are distribution or other benefit hereunder is intended to be exempt from or comply with the applicable requirements of Section 409A or an applicable exemption or exclusion therefrom, and shall be limitedinterpreted and administered in accordance with such intent in all respects; provided, that for the avoidance of doubt, this provision shall not be construed and interpreted to require a gross-up payment in respect of any taxes, interest or penalties imposed on Executive as a manner so as result of Section 409A. 9.2 To the extent Section 409A is applicable to comply therewith. In furtherance of the foregoingExecutive: (a) The Executive shall not be deemed to have terminated employment for purposes of any payment or benefit under this Agreement that constitutes non-qualified deferred compensation unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. If the Executive is a “specified employee” under Section 409A, no payment, distribution or other benefit provided pursuant to this Agreement constituting non-qualified deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) that is required to be delayed to comply with Section 409A(a)(2)(B)(i) shall be provided before the date that is six months after the date of the Executive’s separation from service (or, if earlier than the end of such six-month period, the date of death of the specified employee). Any payment, distribution or other benefit that is delayed pursuant to the prior sentence shall be paid on the first business day following the six-month anniversary of the separation from service. (b) In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. (c) Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (d) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) notwithstanding any provision reimbursement shall be for expenses incurred during the time period 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 will be made not later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, with respect to payment of legal fees and expenses pursuant to Section 5.0 hereof, if the court or other tribunal has not yet found in favor or against the Executive prior to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration last day of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar taxable year in which such fees and expenses were incurred, such fees and expenses will be paid on the expense was last day of such taxable year following the taxable year in which such fees and expenses were incurred. For purposes If such court or other tribunal does not ultimately find in favor of complying with Section 409Athe Executive, the Executive will repay to the Corporation as soon as practicable, but in no event more than ninety (90) days after the court or other tribunal renders its ruling, any such reimbursements and any in-kind benefit under this Agreement will be subject amounts paid or reimbursed pursuant to the following: (1) payment of such reimbursements prior sentence that would not have been paid or in-kind benefits during one calendar year will not affect reimbursed pursuant to Section 5.0 but for the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeprior sentence.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee event that Executive is a “specified employee” (as defined for purposes of in Section 409A), then all any Severance Payment, severance benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to be made to “specified employees” under Section 409A(a)(2)(B) of the Code (together, “Specified Employee hereunder due to the termination of Employee’s employment Payments”) shall not be paid, or commence to be paid, until paid before the earlier expiration of (1) the date that is immediately following the date that a period of six (6) months after the date that Employee’s employment is terminated or (2) following the date of EmployeeExecutive’s death termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following such a separation from service. Upon the expiration date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in seventh month following the absence date of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest)termination of employment. (iib) notwithstanding any provision To ensure satisfaction of the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement Agreement. (c) Notwithstanding anything herein to the contrary, Employee’s employment with the Company Group reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (iiiii) each payment that is part the reimbursement of a series of payments eligible expenses or in-kind benefits shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementmade promptly, includingsubject to Company’s applicable policies, without limitation, those under Section 21(d), will be made but in no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (iii) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of compensation this Agreement are complex and subject to Employeechange. 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) of this Agreement to Executive.

Section 409A Compliance. Although (a) The Parties intend for this Agreement either to satisfy the Company makes no guarantee with respect requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all applicable guidance promulgated thereunder (“Section 409A”) or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. Any amount payable pursuant to this Agreement due to a termination of employment which constitutes a “deferral of compensation” within the meaning of Section 409A shall not be paid unless and until such termination constitutes a “separation from service” within the meaning of Section 409A. Further, to the tax or other treatment of payments or benefits extent an amount payable under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with Section 409A, and such exemption is conditioned upon the applicable payment being made upon a “separation from service,” then such payment shall not be paid unless and until Employee has incurred a “separation from service.” If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the Parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ib) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if event Employee is a “specified employee” as defined in Section 409A, any severance payments or packages, severance benefits, or other amounts payable under this Agreement, that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) shall be delayed by six months such that the payment is made no earlier than the first date of the seventh month following the Termination Date (or the date of Employee’s death, if earlier). (c) To ensure satisfaction of the requirements of Section 409A(b)(3), assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (d) Company hereby informs Employee that the federal, state, local and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Employee hereby acknowledges that Company has advised him that Employee should consult with Employee’s own personal tax or financial advisor in connection with this Agreement and its tax consequences. Employee understands and agrees that Company has no obligation and no responsibility to provide Employee with any tax or other legal advice in connection with this Agreement. Employee agrees that Employee shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement, and fully indemnifies and holds Company harmless therefor. (e) For purposes of Section 409A, then all payments any right to receive a series of installments under this Agreement shall be made treated as a right to Employee hereunder due a series of separate payments. (f) Notwithstanding anything herein to the termination contrary, the reimbursement of Employee’s employment expenses or in-kind benefits provided pursuant to this Agreement shall not be paid, or commence subject to be paid, until the earlier of following conditions: (1) the date that is immediately following expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the date that six (6) months after the date that Employee’s employment is terminated expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the date reimbursement of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum eligible expenses or in installments) in the absence of this provision in-kind benefits shall be paid made promptly, subject to Employee or EmployeeCompany’s beneficiary applicable policies, but in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (3) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this (a) This Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and shall be limited, construed and interpreted regulations promulgated thereunder. To the extent that any provision in a manner so this Agreement is ambiguous as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, its compliance with Section 409A or to the extent any payment hereunder constitutes deferred compensation subject provision in this Agreement must be modified to comply with Section 409A409A (including, and if Employee is 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 the case may be, in such a “specified employee” as defined for manner so that all payments due under this Agreement shall comply with Section 409A. For purposes of Section 409A, then all payments to be each payment made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of under this provision Agreement shall be paid to Employee treated as a separate payment. In no event may Indemnitee, directly or Employee’s beneficiary in one lump sum (without interest)indirectly, designate the calendar year of payment. (b) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) notwithstanding the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any provision of this Agreement to the contraryother calendar year, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part the reimbursement of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be (iv) the right to reimbursement is not subject to the following: (1) payment of such reimbursements liquidation or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee event that Executive is a “specified employee” (as defined for purposes of in Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period), any payments that would have otherwise been made during that period (whether in a single sum Severance Payment, severance benefits or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit other amounts payable under this Agreement will that would be subject to the following: special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (1together, “Specified Employee Payments”) shall not be paid before the expiration of a period of six months following the date of Executive’s termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to 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 paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of such reimbursements amounts payable under this Agreement. (c) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Executive acknowledges and understands that Executive should consult with his or in-kind benefits during one calendar year will not affect the amount 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) of such reimbursement or in-kind benefits provided during a subsequent calendar year; this Agreement, and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeefully indemnifies and holds Employer harmless therefor.

Section 409A Compliance. Although Executive is solely responsible and liable for the Company makes no guarantee satisfaction of any federal, state, province or local taxes that may arise with respect to the tax or other treatment of payments or benefits under this Agreement and (including any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall not be responsible in have any event with regard obligation whatsoever to this Agreement’s compliance with Section 409Apay such taxes, payments under to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. To the extent applicable, it is intended that this Agreement are intended to be exempt from or comply with the applicable requirements provisions of Section 409A and shall of the Code. This Agreement will be limited, construed administered and interpreted in a manner so as consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith. In furtherance therewith (which amendment may be retroactive to the extent permitted by Section 409A of the foregoing: (i) notwithstanding any provision of this Agreement Code). Notwithstanding anything contained herein to the contrary, to the extent Executive is entitled to any payment hereunder constitutes payments under this Agreement that constitute “nonqualified deferred compensation subject to compensation” within the meaning of Section 409A409A of the Code on account of Executive’s termination of employment, and if Employee such amounts shall not be paid until Executive has incurred a “separation from service” from Employer within the meaning of Section 409A of the Code. If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” as defined for purposes within the meaning of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration 409A of the preceding periodCode, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in constitute “nonqualified deferred compensation” within the absence meaning of this provision shall be paid to Employee or EmployeeSection 409A of the Code on account of Executive’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under within the meaning of Section 409A; 409A of the Code (iiiincluding any amounts payable pursuant to the preceding sentence) each payment that is part will not be paid until after the end of a series the sixth calendar month beginning after Executive’s “separation from service” within the meaning of payments Section 409A of the Code (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a single lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end 409A of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to EmployeeCode.

Section 409A Compliance. Although the Company makes no guarantee with respect Each payment pursuant to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision terms of this Agreement to the contrary, to the extent any shall be considered a separate payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the 409A. A termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service,” as determined under within the meaning of Internal Revenue Code Section 409A (“Section 409A; (iii”) each payment that is part of a series of payments shall be a single payment and, for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, includingreferences to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, without limitationif you are a “specified employee” (within the meaning of Section 409A) on the date of your separation from service, those under Section 21(dthen any payments or benefits that otherwise would be payable pursuant to the terms of this Agreement within the first 6 months following your separation from service (the “409A Suspension Period”), will shall instead be made no later than paid in a lump sum within 14 days after the end of the calendar year 6-month period following your separation from service, or your death, if sooner, but only to the calendar year extent that such payments or benefits provide for the expense was incurred. For purposes “deferral of complying with compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, you will receive any remaining payments and benefits due in accordance with the terms of this Agreement (as if there had not been any suspension beforehand). The Company will cooperate with you in making any amendments to this Agreement that you reasonably request to avoid the imposition of taxes or penalties under Section 409A of the Code provided that such reimbursements and any in-kind benefit changes do not provide you with additional benefits (other than de minimis benefits) under this Agreement will be subject to the following: (1) payment terms of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeethis Agreement.

Section 409A Compliance. Although Notwithstanding any provision to the contrary herein, no Deferred Compensation Separation Payments (as defined below) that become payable under this letter by reason of Employee’s termination of employment with the Company makes no guarantee with respect to (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements meaning of Section 409A and shall be limited409A. Further, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of the Company (or any successor entity thereto) within the meaning of Section 409A409A on the date of your termination of employment (other than a termination of employment due to death), then all the severance payable to Employee, if any, under this letter, when considered together with any other severance payments to be made to Employee hereunder due to or separation benefits that are in each case considered deferred compensation under Section 409A (together the termination of Employee’s employment shall not be paid, or commence to be paid, until “Deferred Compensation Separation Payments”) that are payable within the earlier of (1) the date that is immediately following the date that first six (6) months following Employee’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that Employee’s employment is terminated or six (26) months and one (1) day after the date of Employee’s death following such a separation from service. Upon the expiration termination of the preceding periodemployment, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision when they shall be paid in full arrears. All subsequent Deferred Compensation Separation Payments, if any, will be paid in accordance with the payment schedule applicable to Employee each payment or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s employment termination but prior to the six (6) month anniversary of his employment termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of death and all other Deferred Compensation Separation Payments will be payable in accordance with the Company Group shall not be deemed payment schedule applicable to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that or benefit. Each payment and benefit payable under this letter is part of intended to constitute a series of payments shall be a single separate payment for purposes of Section 409A; and (iv1.409A-2(b)(2) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following Treasury Regulations. The foregoing provisions are intended to comply with the calendar year requirements of Section 409A so that none of the expense was incurred. For purposes of complying with Section 409A, any such reimbursements severance payments and any in-kind benefit under this Agreement benefits to be provided hereunder will be subject to the following: (1) additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Employee under Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect a. This Agreement shall be amended to the tax or other treatment extent necessary to comply with Section 409A of payments or benefits under the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be responsible in any event with regard made to this Agreement’s compliance with the Executive at such time if such payments shall subject the Executive to the penalty tax under Section 409A409A of the Code, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section 409A of the Code. b. If and to the extent termination payments under this Agreement are intended to be exempt from or comply with constitute deferred compensation within the applicable requirements meaning of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409ACode and regulations promulgated thereunder, and if Employee the payment under this Section 9 does not qualify as a short-term deferral under Section 409A of the Code and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a “specified employee” as defined for purposes Specified Employee within the meaning of Section 409A409A of the Code and regulations promulgated thereunder, then all the payment of such termination payments that constitute deferred compensation under Section 409A of the Code shall comply with Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, which generally provide that distributions of deferred compensation (within the meaning of Section 409A of the Code) to be made to a Specified Employee hereunder due that are payable on account of Termination of Employment may not commence prior to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after month anniversary of the date that EmployeeExecutive’s employment is terminated or Termination of Employment (2) or, if earlier, the date of Employeethe Executive’s death death). Amounts that would otherwise be distributed to the Executive during such six (6) month period but for the preceding sentence shall be accumulated and paid to the Executive on the 185th day following such a separation from service. Upon the expiration date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence Executive’s Termination of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest)Employment. (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments Payments under this Agreement are intended designed to be made in a manner that is exempt from or comply compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the applicable requirements of Section 409A and shall be limited(the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 7 hereof, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoingthen: (i) notwithstanding any provision upon settlement of this Agreement such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the contrarydefault rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, to the extent any payment hereunder constitutes deferred compensation subject to Section 409Ahowever, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision rate shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest).calculated on a monthly average basis rather than a daily basis; and (ii) notwithstanding any provision the Company shall fund the payment of this Agreement such cash to the contraryEmployee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee’s employment with , but only if the Company Group shall establishment of such trust does not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined result in any taxes or penalties becoming due under Section 409A; (iii) each payment that is part of a series of payments 409A(b). Such trust shall be a single grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment for purposes of is being delayed during the Settlement Delay Period pursuant to this Section 409A; and (iv) any taxable reimbursements under this Agreement18, including, without limitation, those but only to the extent permissible under Section 21(d), will be made no later than the end 409A of the calendar year following U.S. Internal Revenue Code without the calendar year the expense was incurredimposition of 409A Taxes. For purposes of complying with Section 409A, any such reimbursements The establishment and any in-kind benefit under this Agreement will be subject to the following: (1) payment funding of such reimbursements or in-kind benefits during one calendar year will trust shall not affect the amount obligation of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation the Company to Employeepay the Delayed Cash Payment pursuant to this Section 18.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments Payments under this Agreement are intended designed to be made in a manner that is exempt from or comply compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the applicable requirements of Section 409A and shall be limited(the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoingthen: (i) notwithstanding any provision upon settlement of this Agreement such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the contrarydefault rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, to the extent any payment hereunder constitutes deferred compensation subject to Section 409Ahowever, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision rate shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest).calculated on a monthly average basis rather than a daily basis; and (ii) notwithstanding any provision the Company shall fund the payment of this Agreement such cash to the contraryEmployee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee’s employment with , but only if the Company Group shall establishment of such trust does not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined result in any taxes or penalties becoming due under Section 409A; (iii) each payment that is part of a series of payments 409A(b). Such trust shall be a single grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment for purposes of is being delayed during the Settlement Delay Period pursuant to this Section 409A; and (iv) any taxable reimbursements under this Agreement19, including, without limitation, those but only to the extent permissible under Section 21(d), will be made no later than the end 409A of the calendar year following U.S. Internal Revenue Code without the calendar year the expense was incurredimposition of 409A Taxes. For purposes of complying with Section 409A, any such reimbursements The establishment and any in-kind benefit under this Agreement will be subject to the following: (1) payment funding of such reimbursements or in-kind benefits during one calendar year will trust shall not affect the amount obligation of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation the Company to Employeepay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. Although (i) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 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. (ii) A termination of employment shall not be responsible deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” Notwithstanding anything to the contrary in any event this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment 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 six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement’s compliance Section 20(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 in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) 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. Whenever a payment under this Agreement are intended specifies a payment period with reference to be exempt from or comply with a number of days, the applicable requirements actual date of Section 409A and payment within the specified period shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance within the sole discretion of the foregoing:Company. (iv) notwithstanding Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although To the Company makes no guarantee with respect to extent applicable, it is intended that the tax or other treatment of payments or benefits under Plan and this Agreement and shall not be responsible in any event comply with regard to this Agreement’s compliance with the requirements of Section 409A, payments under and the Plan and this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing:accordingly. (i) notwithstanding any provision If it is determined that all or a portion of this Agreement to the contrary, to the extent any payment hereunder Award constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due and if the Grantee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Grantee’s separation from service, then, to the termination extent required under Section 409A, any Shares that would otherwise be distributed (along with the cash value of Employeeall dividend equivalents that would be payable) upon the Grantee’s employment separation from service shall not instead be delivered (and, in the case of the dividend equivalents, paid, or commence to be paid, until ) on the earlier of (1x) the date that is immediately first business day of the seventh month following the date that six (6) months after of the date that EmployeeGrantee’s employment is terminated separation from service or (2y) the date of EmployeeGrantee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest)death. (ii) notwithstanding any provision of It is intended that this Agreement shall comply with the provisions of Section 409A, or an exception to Section 409A, to the contraryextent applicable, Employee’s employment so as not to subject the Grantee to the payment of interest and taxes under Section 409A. Further, any reference to termination of employment, Early Retirement, Normal Retirement, separation from service, or similar terms under this Agreement shall be interpreted in a manner consistent with the Company Group shall not be deemed to have been terminated unless and until Employee has had a definition of “separation from service,” as determined under Section 409A;409A. (iii) each In no event will payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end date on which payment is treated as being timely under Treas. Reg. § 1.409A-3(d), generally referring to the last day of the calendar year in which the RSUs vest or, if later, the 15th day of the third calendar month following the calendar year the expense was incurred. For purposes of complying with Section 409Avesting date, any such reimbursements and any in-kind benefit under this Agreement will be subject to any delay required under paragraph (i), above. (For this purpose, vesting and vesting date refer to the following: (1vesting date designated in this Agreement.) payment The Grantee does not have a right to designate the taxable year of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeepayment.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment (a) A termination of payments or benefits under this Agreement and employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, payments under this Agreement are intended references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (b) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be exempt from or comply with a “specified employee” within the applicable requirements meaning of that term under Code Section 409A and shall be limited409A(a)(2)(B), construed and interpreted in a manner so as to comply therewith. In furtherance then each of the foregoingfollowing shall apply: (i) notwithstanding 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 date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (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 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 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 prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (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. (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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (f) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 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 following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form forfeiture of compensation to Employeeupon the occurrence of certain events.

Section 409A Compliance. Although This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. 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. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no guarantee with respect to representations that the tax or other treatment of payments or and benefits provided under this Agreement comply with Section 409A and in no event shall not the Company be responsible in liable for all or any event with regard to this Agreement’s portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A409A. Notwithstanding any other provision of this Agreement, payments under this Agreement are intended if any payment or benefit provided to be exempt from or comply you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the applicable requirements meaning of Section 409A and shall you are determined to be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of in Section 409A409A(a)(2)(b)(i), then all payments to be made to Employee hereunder due to the termination of Employee’s employment such payment or benefit shall not be paid, or commence to be paid, paid until the earlier of (1) the first payroll date that is immediately to occur following the date that six (6) months after the date that Employee’s employment is terminated or (2) six-month anniversary of the date of Employee’s death following such a separation from servicetermination (the “Specified Employee Payment Date”). Upon the expiration The aggregate of the preceding period, any payments that would otherwise have otherwise been made during that period (whether in a single sum or in installments) in paid before the absence of this provision Specified Employee Payment Date shall be paid to Employee or Employee’s beneficiary you in one a lump sum (without interest). (ii) notwithstanding on the Specified Employee Payment Date and thereafter, any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of remaining payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, paid without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying delay in accordance with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeetheir original schedule.

Section 409A Compliance. Although 9.1 To the Company makes no guarantee extent that Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (together with respect any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service, “Section 409A”) is applicable to the tax or other treatment of payments or benefits under Executive, this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409Apayment, payments under this Agreement are distribution or other benefit hereunder is intended to be exempt from or comply with the applicable requirements of Section 409A or an applicable exemption or exclusion therefrom, and shall be limitedinterpreted and administered in accordance with such intent in all respects; provided, that for the avoidance of doubt, this provision shall not be construed and interpreted to require a gross-up payment in respect of any taxes, interest or penalties imposed on Executive as a manner so as result of Section 409A. 9.2 To the extent Section 409A is applicable to comply therewith. In furtherance of the foregoingExecutive: (a) The Executive shall not be deemed to have terminated employment for purposes of any payment or benefit under this Agreement that constitutes non-qualified deferred compensation unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. If the Executive is a “specified employee” under Section 409A, no payment, distribution or other benefit provided pursuant to this Agreement constituting non-qualified deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) that is required to be delayed to comply with Section 409A(a)(2)(B)(i) shall be provided before the date that is six months after the date of the Executive’s separation from service (or, if earlier than the end of such six-month period, the date of death of the specified employee). Any payment, distribution or other benefit that is delayed pursuant to the prior sentence shall be paid on the first business day following the six-month anniversary of the separation from service. (b) In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. (c) Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. (d) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) notwithstanding any provision reimbursement shall be for expenses incurred during the time period 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 will be made not later than the last day of the Executive’s taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, with respect to payment of legal fees and expenses pursuant to Section 5.0 hereof, if the court or other tribunal has not yet found in favor or against the Executive prior to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration last day of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar taxable year in which such fees and expenses were incurred, such fees and expenses will be paid on the expense was last day of such taxable year following the taxable year in which such fees and expenses were incurred. For purposes If such court or other tribunal does not ultimately find in favor of complying with Section 409Athe Executive, the Executive will repay to the Corporation as soon as practicable, but in no event more than ninety (90) days after the court or other tribunal renders its ruling, any such reimbursements and any in-kind benefit under this Agreement will be subject amounts paid or reimbursed pursuant to the following: (1) payment of such reimbursements prior sentence that would not have been paid or in-kind benefits during one calendar year will not affect reimbursed pursuant to Section 5.0 but for the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeprior sentence.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Code are intended to be exempt from or comply with the applicable requirements of Section 409A and this Agreement shall be limited, construed interpreted accordingly. To this end and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any other provision of this Agreement to the contrary, to if at the extent any payment hereunder constitutes deferred compensation subject to Section 409Atime of the Executive’s termination of employment with the Company, and if Employee (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined for in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to the Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within 10 days after the end of such deferral period. If the Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. For purposes of Section 409A, then all the Executive’s right to receive installment payments pursuant to be made to Employee hereunder due to the termination of Employee’s employment shall not be paidthis Agreement including, or commence to be paidwithout limitation, until the earlier of each COBRA (1Consolidated Omnibus Budget Reconciliation Act) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision continuation reimbursement shall be paid treated as a right to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision receive a series of this Agreement to the contrary, Employee’s employment with the Company Group shall not separate and distinct payments. The Executive will be deemed to have been terminated unless and until Employee has had a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes within the meaning of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will 409A. Any amount that the Executive is entitled to be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the following: (1) payment amount of such reimbursements or in-kind benefits the expenses eligible for reimbursement during one calendar any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. 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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The parties agree to consider any amendments or modifications to this Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such reimbursement agreement or in-kind benefits arrangement to comply with Section 409A (or an exception thereto), provided during a subsequent calendar year; that such proposed amendment or modification does not change the economics of the agreement or arrangement and (2) such reimbursement benefit or rights or in-kind benefits may does not provide for any additional cost to either party. Notwithstanding the foregoing, the parties will not be exchanged obligated to make any amendment or substituted for another form modification and the Company makes no representation or warranty with respect to compliance with Section 409A and shall have no liability to the Executive or any other person if any provision of this Agreement or such other arrangement are determined to constitute deferred compensation subject to EmployeeSection 409A that does not satisfy an exemption from, or the conditions of, such Section.

Section 409A Compliance. Although (a) Notwithstanding any other provision of this Agreement, if the Company makes no guarantee with respect termination giving rise to the tax payments described in Sections 6.2(c) or other treatment (e) is not a “Separation from Service” within the meaning of payments Treas. Reg. § 1.409A-1(h)(1) (or benefits under this Agreement any successor provision), then the amounts otherwise payable pursuant to those paragraphs will instead be deferred without interest and shall will not be responsible in any event with regard paid until Employee experiences a Separation from Service. In addition, to this Agreement’s the extent compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) Code to payments due to Employee upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Employee’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Employee in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or -1(b)(9)(iii)(or any successor provisions) to any amount payable to Employee. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision) to this Agreement, each payment in a series of payments will be deemed a separate payment. (b) Notwithstanding anything to the contrarycontrary contained in this Agreement or otherwise, to the extent any payment hereunder an expense, reimbursement or in-kind benefit due to Employee constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employeedeferral of compensation” as defined for purposes within the meaning of Section 409A, then all payments to be made to Employee hereunder due 409A of the Code: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the termination Employee during any calendar year will not affect the amount of Employee’s employment shall not be paidexpenses eligible for reimbursement or in-kind benefits provided to the Employee in any other calendar year, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision reimbursement of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), expenses will be made no later than on or before the end last day of the calendar year following the calendar year in which the applicable expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2iii) such the right to payment, reimbursement benefit or rights or in-kind benefits may not be liquidated or exchanged or substituted for another form of compensation any other benefit. Unless otherwise specifically provided herein, expense reimbursements will be limited to Employeeexpenses incurred during the Employment Period.

Section 409A Compliance. Although (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Company makes no guarantee with respect Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the tax or other treatment extent applicable (collectively “Code Section 409A”) and all provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply therewith. In furtherance with Code Section 409A or the provisions of this Section 24. (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paiddeemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or commence if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be paid, until made or provided prior to the earlier of (1i) the date that is immediately following expiration of the six-month period measured from the date that six (6) months after of the date that Employee’s employment is terminated separation from service or (2ii) the date of the Employee’s death death. On the first day of the seventh month following such a the date of the Employee’s separation from service. Upon service or, if earlier, on the expiration date of the preceding periodEmployee’s death, any all payments that delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision shall such delay) will be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment will be paid or provided in accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;normal payment dates specified for them herein. (iii) each payment that is part Any reimbursement of a series of payments shall be a single payment costs and expenses provided for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will Agreement shall be made no later than the end December 31 of the calendar year next following the calendar year in which the expense was expenses to be reimbursed are incurred. For purposes . (iv) With regard to any provision herein that provides for reimbursement of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements expenses or in-kind benefits during one calendar year will not affect benefits, except as permitted by Code Section 409A, (i) the amount of such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during a subsequent calendar year; and (2) such reimbursement benefit or rights any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits may to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be exchanged violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or substituted for another form advancement of compensation costs and expenses associated with indemnification, any such amounts shall be paid or advanced to Employeethe Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Section 409A Compliance. Although (i) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 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 responsible deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” Notwithstanding anything to the contrary in any event this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment 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 six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement’s compliance Section 20(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 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 in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (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. Whenever a payment under this Agreement are intended specifies a payment period with reference to be exempt from or comply with a number of days, the applicable requirements actual date of Section 409A and payment within the specified period shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance within the sole discretion of the foregoing:Company. (iv) notwithstanding Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although To the Company makes no guarantee extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the tax U.S. Department of the Treasury or other treatment the Internal Revenue Service (“Section 409A”). Any provision of payments the Plan or benefits under this Agreement and that would cause this Award to fail to satisfy Section 409A shall not be responsible in any event with regard have no force or effect until amended to this Agreement’s compliance comply with Section 409A, payments under this Agreement are intended which amendment may be retroactive to be exempt from or comply with the applicable requirements of extent permitted by Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding 409A. Notwithstanding any provision of this Agreement the Plan to the contrary, to if the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Grantee is a “specified employee” (as defined for purposes in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 409A1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), then all and payments to be made to Employee the Grantee hereunder due are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the termination of Employeeextent otherwise payable within six (6) months after the Grantee’s employment separation from service shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that which is immediately following the date that six (6) months after the date that Employeeof the Grantee’s employment is terminated separation from service or (2) the date of Employeedeath of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of but which were delayed pursuant to this provision Section 12(h), shall be paid to Employee without interest on, or Employeeas soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; service (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementor, includingif earlier, without limitation, those under Section 21(d), will be made no later than the end date of the calendar year Grantee’s death). Any payments that were originally scheduled to be paid following the calendar year six (6) months after the expense was incurred. For purposes of complying Grantee’s separation from service shall continue to be paid in accordance with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeetheir predetermined schedule.

Section 409A Compliance. Although It is intended that each installment of the Company makes no guarantee with respect severance payments and benefits provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the avoidance of doubt, it is intended that the severance satisfies, to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409Agreatest extent possible, payments under this Agreement are intended to be exempt the exemptions from or comply with the applicable requirements application of Section 409A provided under Treasury Regulation 1.409A-l(b)(4) and shall be limited1.409A-l(b)(9). Notwithstanding the foregoing, construed and interpreted in if the Company (or, if applicable, the successor entity thereto) determines that the severance payment provided above upon a manner so as to comply therewith. In furtherance separation from service constitute “deferred compensation” under Section 409A of the foregoing: Internal Revenue Code (i) notwithstanding together, with any provision state law of this Agreement to the contrarysimilar effect, to the extent any payment hereunder constitutes deferred compensation subject to “Section 409A, ”) and if Employee Executive is a “specified employee” of the Company or any successor entity thereto as of the separation from service, as such term is defined for purposes in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, then all payments to the timing of the severance (or any portion thereof) shall be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until delayed as follows: on the earlier to occur of (1i) the date that is immediately following the date that six (6) months and one day after the date that Employee’s employment is terminated of separation of service or (2ii) the date of EmployeeExecutive’s death following (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a separation from service. Upon lump sum amount equal to the expiration sum of the preceding period, any severance payments that Executive would otherwise have otherwise received through the Delayed Initial Payment Date if the commencement of the payment of the severance had not been made during that period delayed pursuant to this paragraph and (whether B) commence paying the balance of the severance in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeschedule set forth above.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under (a) The parties agree that this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Agreement shall be limited, construed administered and interpreted in a manner so as to comply therewith. In furtherance avoid a “plan failure” within the meaning of Code Section 409A. However, no guarantee or commitment is made that the foregoing: (i) notwithstanding any provision Agreement shall be administered in accordance with the requirements of this Agreement Code Section 409A, with respect to the contrary, to the extent any payment hereunder constitutes deferred compensation amounts that are subject to Section 409A, and if Employee is or that it shall be administered in a “specified employee” as defined for purposes manner that avoids the application of Code Section 409A, then all payments with respect to be made amounts that are not subject to Employee hereunder due to the Section 409A. (b) A termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as determined involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section 17(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 you in a lump sum, and any remaining payments and benefits due under Section 409A;this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iiic) each payment With regard to any provision herein that is part provides for reimbursement of a series costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be a single payment for purposes made on or before the last day of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year in which the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit occurred. (d) Each payment made under this Agreement will shall be subject treated as a “separate payment” within the meaning of Section 409A. Please indicate your acceptance of and agreement to the followingterms of this Change of Control Agreement by signing and dating below, where indicated, and returning a signed copy to us. Sincerely, XXXX FOOD COMPANY, INC. Title: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; Agreed and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Accepted: Date:

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee event that Executive is a “specified employee” (as defined for purposes of in Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period), any payments that would have otherwise been made during that period (whether in a single sum Severance Payment, severance benefits or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit other amounts payable under this Agreement will that would be subject to the following: special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code (1together, “Specified Employee Payments”) shall not be paid before the expiration of a period of six months following the date of Executive’s termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to 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 paid as soon as administratively practicable following the first date of the seventh month following the date of Executive’s termination of employment. (b) To ensure satisfaction the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of such reimbursements amounts payable under this Agreement. (c) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Executive acknowledges and understands that Executive should consult with his or in-kind benefits during one calendar year will not affect the amount 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. Except as otherwise provided in Section 7.3 of such reimbursement or in-kind benefits provided during a subsequent calendar year; this Agreement, Executive agrees that Executive shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (2including without limitation any and all tax liability under Section 409A) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeethis Agreement, and fully indemnifies and holds Employer harmless therefor.

Section 409A Compliance. Although (a) This Agreement is intended to comply with the Company makes no guarantee with respect provisions of Section 409A of the Internal Revenue Code (“Section 409A”), and, to the tax or other treatment of payments or benefits under extent practicable, this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall not be responsible paid or provided in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be a manner that is either exempt from or comply compliant with the applicable requirements of Section 409A and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Terms used in this Agreement shall have the meanings given such terms under Section 409A if, and to the extent required, in order to comply with Section 409A. (b) For purposes of amounts payable under this Agreement, the termination of employment shall be limiteddeemed to be effective upon “separation from service” with Employer, construed as defined under Section 409A and interpreted the guidance issued thereunder. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a manner so calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following calendar year as necessary to comply therewith. In furtherance of the foregoing:with Section 409A. (ic) notwithstanding any provision of this Agreement Notwithstanding anything to the contrarycontrary in this Agreement, to the extent any payment hereunder constitutes deferred compensation subject required to avoid additional taxes and interest charged under Section 409A, if any of Employer’s stock is publicly traded and if Employee is deemed to be a “specified employee” as defined determined by Employer for purposes of Section 409A, then all Employee agrees that any non-qualified deferred compensation payments to be made to Employee hereunder due to the him under this agreement in connection with a termination of Employee’s employment that would otherwise have been payable at any time during the six (6)-month period immediately following such termination of employment shall not be paidpaid prior to, or commence to and shall instead be paid, until payable in a lump sum on the earlier first day of the seventh (17th) the date that is immediately month following the date that six (6) months after the date that Employee’s employment is terminated or separation from service (2) the date of or, if Employee dies during such period, within 30 days after Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interestdeath). (iid) notwithstanding Neither Employer nor Employee shall have the right to accelerate or defer the delivery of, offset or assign any provision of payment under this Agreement that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, except to the contrary, Employee’s employment with extent specifically permitted or required by Section 409A of the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;Code. (iiie) each payment that If Employee is part of a series of payments shall entitled to be a single payment paid or reimbursed for purposes of Section 409A; and (iv) any taxable reimbursements expenses under this Agreement, includingand such payments or reimbursements are includible in Employee’s federal gross taxable income, without limitationthe amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, those under Section 21(d), will and the reimbursement of an eligible expense must be made no later than the end December 31 of the calendar year following after the calendar year in which the expense was incurred. For purposes No right of complying Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. (f) Notwithstanding the foregoing, the tax treatment of the payments and benefits provided under this Agreement is not warranted or guaranteed. To the extent that this Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, neither Employer, nor the Board, nor any such reimbursements and member of its Compensation Committee, nor any in-kind benefit under this Agreement will of their successors shall be liable to Employee or to any other person for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A or for reporting in good faith any amounts as subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeethereto.

Section 409A Compliance. Although 13.1 To the extent applicable, it is intended that 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 any additional tax, penalty or 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 intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no guarantee with respect representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any 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 the obtain independent legal, tax or other treatment of payments or benefits under this Agreement and shall not be responsible counsel in any event with regard to this Agreement’s compliance connection with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing:Code. (i) notwithstanding 13.2 Notwithstanding any provision provisions of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes (within the meaning of Section 409A, then all 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), 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 to Employee hereunder due 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 not be paid, or commence interpreted to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that mean Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under Section 409A; (iii) each payment that is part this Agreement shall be regarded as a “separate payment” and not of a series of payments shall be a single payment for purposes of Section 409A; and409A of the Code. (iv) any taxable reimbursements under 13.3 Except as otherwise specifically provided in this Agreement, including, without limitation, those under Section 21(d), will be made no later than if any reimbursement to which the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit Employee is entitled under this Agreement will be would constitute deferred compensation subject to Section 409A of the followingCode, the following additional rules shall apply: (1i) payment the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of such reimbursements or in-kind benefits this Agreement; (ii) the amount of expenses eligible for reimbursement during one calendar any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such reimbursement or in-kind benefits provided during a subsequent calendar yearexpenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (2iv) such the Employee’s entitlement to reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although (i) This Agreement is intended to comply with Section 409A of the Company makes no guarantee Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption or exception thereunder and shall be construed and administered in accordance with respect to the tax or Section 409A. Notwithstanding any other treatment provision of this Agreement, payments or benefits provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption or exception. 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 not be responsible excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall constitute and be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, Employer Group makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Employer Group be liable for any event with regard portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive due to this Agreement’s non-compliance with Section 409A, payments under this Agreement are intended unless such non-compliance results from Employer Group’s failure to be exempt from or comply with the applicable requirements provisions of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing:this Section. (iii) notwithstanding Notwithstanding any other provision of this Agreement to Agreement, if at the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee time of Executive’s termination of employment he is a “specified employee” as defined for purposes within the meaning of Section 409A, then all any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to be made Section 409A that are provided to Employee hereunder due to the termination Executive on account of Employee’s employment his separation of service shall not be paid, or commence to be paid, paid until the earlier of (1) the first payroll date that is immediately to occur following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration month anniversary of the preceding period, Executive’s Termination Date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have otherwise been made during that such six (6) month period (whether shall be paid in a single lump sum or on the Specified Employee Payment Date with interest, and thereafter, any remaining payments shall be paid without delay in installmentsaccordance with their original payment schedule. If Executive dies during the six (6) in the absence of this provision month period, any delayed payments shall be paid to Employee or Employeethe Executive’s beneficiary estate in one a lump sum (without interest)upon Executive’s death. (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect (a) If any payment, compensation or other benefit provided to the tax Executive in connection with his employment termination is determined, in whole or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard part, to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with constitute “nonqualified deferred compensation” within the applicable requirements meaning of Section 409A of the Code and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of paid before the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date day that is immediately following the date that six (6) months plus one (1) day after the date of termination (the “New Payment Date”). The aggregate of any payments that Employee’s employment is terminated or (2) otherwise would have been paid to the Executive during the period between the date of Employee’s death following termination and the New Payment Date shall be paid to the Executive in a lump sum on such a separation from serviceNew Payment Date. Upon the expiration of the preceding periodThereafter, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in remain outstanding as of the absence of this provision day immediately following the New Payment Date shall be paid to Employee or Employee’s beneficiary without delay over the time period originally scheduled, in one lump sum (without interest)accordance with the terms of this Agreement. (iib) notwithstanding any provision The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrarycontrary herein notwithstanding, Employee’s employment with all benefits or payments provided by the Company Group shall not to the Executive that would be deemed to have been terminated unless and until Employee has had a constitute “separation from service,nonqualified deferred compensation” as determined under within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A; , the Company and the Executive agree to renegotiate in good faith any such benefit or payment (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under as to the timing of any severance payments payable hereunder) so that either (i) Section 21(d), 409A will not apply or (ii) compliance with Section 409A will be made no later than achieved; provided, however, that any resulting renegotiated terms shall provide to the end Executive the after-tax economic equivalent of what otherwise has been provided to the calendar year following Executive pursuant to the calendar year the expense was incurred. For purposes terms of complying this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.409A.

Section 409A Compliance. Although To the Company makes no guarantee extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other guidance promulgated with respect to such Section by the tax U.S. Department of the Treasury or other treatment the Internal Revenue Service (“Section 409A”). Any provision of payments the Plan or benefits under this Agreement and that would cause this Award to fail to satisfy Section 409A shall not be responsible in any event with regard have no force or effect until amended to this Agreement’s compliance comply with Section 409A, payments under this Agreement are intended which amendment may be retroactive to be exempt from or comply with the applicable requirements of extent permitted by Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding 409A. Notwithstanding any provision of this Agreement the Plan to the contrary, to if the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Grantee is a “specified employee” (as defined for purposes in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 409A1.409A-1(h) of the Treasury Department Regulations), and a payment to the Grantee under this Agreement is subject to Section 409A and is being made to the Grantee on account of the Grantee’s separation from service, then all payments to be made to Employee hereunder due to the termination extent not paid on or before March 15 of Employee’s employment the calendar year following the calendar year in which the separation from service occurred, such payment shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that which is immediately following the date that six (6) months after the date that Employeeof the Grantee’s employment is terminated separation from service or (2) the date of Employeedeath of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of but which were delayed pursuant to this provision Section 12(h), shall be paid to Employee without interest on, or Employeeas soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; service (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementor, includingif earlier, without limitation, those under Section 21(d), will be made no later than the end date of the calendar year Grantee’s death). Any payments that were originally scheduled to be paid following the calendar year six (6) months after the expense was incurred. For purposes of complying Grantee’s separation from service shall continue to be paid in accordance with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeetheir predetermined schedule.

Section 409A Compliance. Although (i) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or and benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or letter agreement comply with the applicable requirements of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this letter agreement shall be limited, construed and interpreted to be in a manner so compliance therewith. If you notify the Company (with specificity as to comply therewith. In furtherance of the foregoing: (ireason therefore) notwithstanding that you believe that any provision of this Agreement letter agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Code Section 409A through good faith modifications to the contraryminimum extent reasonably appropriate to conform with Code Section 409A. 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 you and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) Notwithstanding any payment hereunder constitutes deferred compensation subject provision to Section 409Athe contrary in this Agreement, and if Employee is you are deemed on the date of termination to be a “specified employee” as defined for purposes within the meaning of that term under Code Section 409A409A(a)(2)(B), then all payments with regard to any payment or the provision of any benefit that is required to be made to Employee hereunder due to the termination of Employee’s employment delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be paid, made or commence provided (subject to be paid, until the last sentence of this paragraph 25(b)(ii)) prior to the earlier of (1A) the date that is immediately following expiration of the six (6)-month period measured from the date that six of your “separation from service” (6) months after the date that Employee’s employment as such term is terminated or defined under Code Section 409A), and (2B) the date of Employee’s your death following such a separation from service(the “Delay Period”). Upon the expiration of the preceding periodDelay Period, any all payments that and benefits delayed pursuant to this paragraph 25(b)(ii) (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision such delay) shall be paid or reimbursed to Employee you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or Employee’s beneficiary provided in one lump sum (without interest). (ii) notwithstanding any accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of this Agreement any ongoing welfare benefits to you that would not be required to be delayed if the contrarypremiums therefore were paid by you, Employee’s employment with you shall pay the full cost of the premiums for such welfare benefits during the Delay Period and the Company Group shall not be deemed pay you an amount equal to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided premiums paid by you during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeethe Delay Period promptly after its conclusion.

Section 409A Compliance. Although (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Company makes no guarantee with respect Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the tax or other treatment extent applicable (collectively “Code Section 409A”) and all provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply therewith. In furtherance with Code Section 409A or the provisions of this Section 23. (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paiddeemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or commence if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be paid, until made or provided prior to the earlier of (1i) the date that is immediately following expiration of the six-month period measured from the date that six (6) months after of the date that Employee’s employment is terminated Employees separation from service or (2ii) the date of the Employee’s death death. On the first day of the seventh month following such a the date of the Employee’s separation from service. Upon service or, if earlier, on the expiration date of the preceding periodEmployee’s death, any all payments that delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision shall such delay) will be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment will be paid or provided in accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;normal payment dates specified for them herein. (iii) each payment that is part Any reimbursement of a series of payments shall be a single payment costs and expenses provided for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will Agreement shall be made no later than the end December 31 of the calendar year next following the calendar year in which the expense was expenses to be reimbursed are incurred. For purposes . (iv) With regard to any provision herein that provides for reimbursement of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements expenses or in-kind benefits during one calendar year will not affect benefits, except as permitted by Code Section 409A, (i) the amount of such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during a subsequent calendar year; and (2) such reimbursement benefit or rights any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits may to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be exchanged violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or substituted for another form advancement of compensation costs and expenses associated with indemnification, any such amounts shall be paid or advanced to Employeethe Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Section 409A Compliance. Although the Company makes no guarantee with respect Payments contemplated pursuant to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”) (including the provisions for exceptions and exemptions from Section 409A) and all provisions of this Agreement shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes and penalties under Section 409A. If any payment(s) to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision Executive under the terms of this Agreement or any plans is determined to the contrary, to the extent any constitute a payment hereunder constitutes of nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A payable on account of a “separation from service” (as defined under Section 409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then all payments to such payment(s) shall be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that is immediately following the date that six (6) months and one day after the date that Employeeof the Executive’s employment is terminated or separation from service with the Company (2) or, if sooner, the date of Employeethe Executive’s death following such a separation from servicedeath), if and only to the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding periodsentence, any all payments that and benefits delayed pursuant to this subsection (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum (without interest). (ii) notwithstanding , and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment shall be paid or provided in accordance with the Company Group normal payment dates specified for them herein. A termination of employment shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service,” as determined under within the meaning of Section 409A; (iii) each payment that is part of a series of payments shall be a single payment 409A and, for purposes of Section 409A; and (iv) any taxable reimbursements under such provision of this Agreement, includingreferences to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Except as otherwise expressly provided herein, without limitationto the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, those under Section 21(dthe amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any life-time or other aggregate limitation applicable to medical expenses), will in no event shall any expenses be made no later than reimbursed after the end last day of the calendar year following the calendar year in which such expenses are incurred, and in no event shall any right to reimbursement or the expense was incurred. For purposes provision of complying with Section 409A, any such reimbursements and any in-kind benefit be subject to liquidation or exchange for another benefit. Each payment made under this Agreement will shall be subject to treated as a “separate payment” within the following: (1) payment meaning of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred compensation under Section 409A, and the period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall not be responsible in paid or the first payment shall not occur until the later calendar year. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any event with regard to this Agreement’s compliance with Section 409A, installment payments under this Agreement are intended (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A(a)(2)(B)(i), and if any of the payments set forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, then all such payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence provided prior to be paid, until the earlier earliest of (1i) the date that is immediately following expiration of the six-month period measured from the date that six of termination, (6) months after the date that Employee’s employment is terminated or (2ii) the date of EmployeeExecutive’s death following or (iii) such a separation from serviceearlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of the preceding such period, any all payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of deferred pursuant to this provision paragraph shall be paid to Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of remaining payments due shall be a single payment for purposes of Section 409A; and (iv) paid as otherwise provided herein. No interest shall be due on any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeamounts so deferred.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” (as defined for purposes of in Section 409A), then all any Severance Payment, severance benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to be made to “specified employees” under Section 409A(a)(2)(B) of the Code (together, “Specified Employee hereunder due to the termination of Employee’s employment Payments”) shall not be paid, or commence to be paid, until paid before the earlier expiration of (1) the date that is immediately following the date that a period of six (6) months after the date that Employee’s employment is terminated or (2) following the date of EmployeeExecutive’s death termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following such a separation from service. Upon the expiration date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in seventh month following the absence date of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest)termination of employment. (iib) notwithstanding any provision To ensure satisfaction of the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement Agreement. (c) Notwithstanding anything herein to the contrary, Employee’s employment with the Company Group reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (iiiii) each payment that is part the reimbursement of a series of payments eligible expenses or in-kind benefits shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementmade promptly, includingsubject to Company’s applicable policies, without limitation, those under Section 21(d), will be made but in no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (iii) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of compensation this Agreement are complex and subject to Employeechange. 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) of this Agreement to Executive.

Section 409A Compliance. Although This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Code (“Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A ”) and shall be limited, construed and interpreted in a manner so as to comply therewithregulations promulgated thereunder. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the extent any payment hereunder constitutes deferred compensation subject Employer for purposes of the payments and benefit of Section 1 hereof unless he would be considered to have incurred a “termination of employment” from the Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A, and if each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. If the Employee is a “specified employee” as defined for purposes of Section 409A409A of the Code, then all to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to Employee hereunder due this Agreement which are deferred compensation and subject to Section 409A of the termination of Employee’s employment Code (and do not qualify for an exemption thereunder) shall not be paid, or commence to be paid, until one day after the earlier of (1) the date that day which is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) from the date of termination. Should this Section 12(f) result in a delay of payments to the Employee’s death following , on the first day any such payments may be made without incurring a separation from service. Upon penalty pursuant to Section 409A (the expiration of the preceding period“409A Payment Date”), Employer shall begin to make such payments as described in this Section 12(f), provided that any payments amounts that would have otherwise been made during that period (whether in a single sum or in installments) in the absence payable earlier but for application of this provision Section 12(f) shall be paid to Employee or Employee’s beneficiary in one lump lump-sum (without interest)on the 409A Payment Date. (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments All amounts payable under this Agreement are intended to be exempt from or comply with the applicable requirements of “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-l(b)(9) (or any successor provision), or both of them, and shall be limited, construed and interpreted in a manner so as to comply therewithconsistent with the applicable exceptions. In furtherance of Notwithstanding the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent that any payment hereunder constitutes deferred compensation amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and if administered in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined for purposes of by Section 409A, then all payments ) and if such amount is scheduled to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that paid within six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon , the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision amount shall accrue without interest and shall be paid to Employee or the first business day after the end of such six-month period, or, if earlier, within 15 days following Employee’s beneficiary death. “Termination of employment,” “resignation” or words of similar import, as used in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement shall mean, with respect to the contraryany payments subject to Section 409A, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under defined by Section 409A; (iii) each 409A. If any payment that subject to Section 409A is part contingent on the delivery of a series Release by the Employee and could occur in either of payments two calendar years, the payment will occur in the later year. Nothing in this Agreement shall be construed as a single payment guarantee of any particular tax treatment to the Employee. The Employee shall be solely responsible for purposes of Section 409A; and (iv) any taxable reimbursements the tax consequences with respect to all amounts payable under this Agreement, including, without limitation, those under Section 21(d), will be made and in no later than event shall the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, Company have any such reimbursements and any in-kind benefit under responsibility or liability if this Agreement will be subject to the following: (1) payment does not meet any applicable requirements of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax (1) Notwithstanding any term or other treatment of payments or benefits under this Agreement and shall not be responsible condition in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if : If Employee is a “specified employee” as defined for purposes (within the meaning of Section 409A, then all payments to be made to Employee hereunder due to 409(a)(2)(B)(i) of the Code at the time of his termination of employment with Employer and is entitled to payments under this Agreement which are on account of “involuntary separation of service” within the meaning of Treasury Regulation Section 1.409A-1(n), amounts payable to Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether notwithstanding anything in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s during the first six (6) consecutive months immediately following the month in which such termination of employment occurs shall be suspended after the total of such payments equal the lesser of the amount specified under Treasury Regulation 1.409A-1(a)(9)(iii)(A)(l) or (2). If Employee is such a “specified employee” at the time of his termination of employment with Employer and is entitled to payments under this Agreement which are not on account of such “involuntary separation of service”, amounts payable to Employee, notwithstanding anything in this Agreement to the Company Group contrary, during the first six (6) consecutive months immediately following the month in which such termination of employment occurs shall not be deemed suspended. To the extent such payments payable during such six (6) month period are suspended as provided herein, such amounts shall be paid in a single sum as of the first regular payroll date of the applicable entity of Employer, immediately following the last day of the sixth consecutive month immediately following the month in which such termination of employment occurs, along with interest on such suspended amounts at the rate of twelve percent (12%) per annum from the date such amounts would have otherwise been paid but to have been terminated unless and until Employee has had a “separation from service,” the date they are paid. Payments otherwise payable after such six (6) month period shall be made as determined under Section 409A;otherwise provided in this Agreement. (iii2) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) Notwithstanding any taxable reimbursements under inconsistent provision in this Agreement, including, without limitation, those under Section 21(d), will Employee’s expense account reports must be made submitted no later than the end of the calendar year January 31 immediately following the calendar year the expense was incurred. For purposes in which his termination of complying employment with Section 409A, any Employer occurs and such reimbursements and any in-kind benefit under this Agreement will must be subject to paid no later than March 15 immediately following the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect in which such termination of employment occurs. (3) To the amount extent that an election is required under Section 409(a) of such reimbursement the Code and applicable regulations to avoid penalties or in-kind benefits provided during excise taxes, Employee hereby elects payment in a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeelump sum, in accordance with the applicable law and/or regulations.

Section 409A Compliance. Although (i) This Agreement is intended to comply with the Company makes no guarantee with respect to requirements of Section 409A of the tax or other treatment of payments or benefits under Code and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement and shall not be responsible in any event with regard is ambiguous as to this Agreement’s its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a an “specified employeeadditional tax” as defined for in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, then all payments to each payment made under this Agreement shall be made to Employee hereunder due treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the termination of Employee’s employment contrary, Employee shall not be paid, or commence considered to have terminated employment with Employer for purposes of Section 15 hereof unless he would be paid, until considered to have incurred a “termination of employment” from Employer within the earlier meaning of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interestTreasury Regulation §1.409A-1(h)(1)(ii). (ii) notwithstanding Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any provision payment on account of this Agreement Employee’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the contraryapplicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 15 hereof, Employee’s employment with the Company Group Employee shall not be deemed to have been terminated unless and until Employee has had a “separation from service,specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as determined under defined in Section 409A;416(i) of the Code without regard to Section 416(i)(5) thereof) of Employer at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31.” (iii) each payment that is part of a series of payments All reimbursements provided under this Agreement shall be a single payment for purposes made or provided in accordance with the requirements of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitationwhere applicable, those under Section 21(dthe requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be (iv) the right to reimbursement is not subject to the following: (1) payment of such reimbursements liquidation or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect Solely to the tax extent necessary to comply with Section 409A of the Code, any amounts payable to you pursuant this Agreement during the period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be paid to you in a cash lump sum (the “ Catch-up Amount ”). If payment of an amount is delayed as a result of this Section 10, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to you but for this Section 10 to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or other treatment after your Date of Termination and prior to the sixth-month anniversary of such date, any amount delayed pursuant to this Section 10 shall be paid to your estate or beneficiary, as applicable, together with interest, within 30 days following the date of your death. The provisions of this Section 10 shall apply notwithstanding any provision of this Agreement related to the timing of payments or benefits following your Date of Termination. To the extent a payment under this Agreement and shall is not be responsible made with in any event with regard to this Agreement’s compliance with the short-term deferral period or another permitted exemption or exception from application of Code Section 409A, payments under this Agreement are intended to comply, and this Agreement shall be exempt from or comply interpreted as necessary to comply, with the applicable requirements of Code Section 409A and shall the regulations promulgated thereunder. Any provision of this Agreement that cannot be limited, construed and so interpreted in a manner so as or applied consistent with Code Section 409A is deemed amended to comply therewithwith Code Section 409A or, if such amendment is not possible, is void. In furtherance the event you become entitled to indemnification for any Losses or other expenses, costs, fees or in-kind benefits under Section 3 of this Agreement and such Losses, expenses, costs, fees or in-kind benefits are not exempt from Code Section 409A pursuant to Treasury Regulation § (b)(9)(v) because such Losses, expenses, costs, fees or in-kind benefits were not incurred or provided by the last day of the foregoingsecond taxable year following your Involuntary Termination, then the Company will satisfy any such right to indemnification by reimbursement or providing in-kind benefits in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) as follows: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, Reimbursement or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall in-kind benefits may be paid to Employee or Employee’s beneficiary in one lump sum (without interest).provided during the period of your lifetime; (ii) notwithstanding any provision Reimbursement of this Agreement to an eligible expense will be made on or before the contrary, Employee’s employment with last day of your taxable year following the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409Ataxable year in which the expenses were incurred; (iii) each payment that is part The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a series of payments shall taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be a single payment for purposes of Section 409Aprovided, in any other taxable year; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject The right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit is not subject to liquidation or rights or exchange for another benefit. For purposes of Section 10 of this Agreement, the term “in-kind benefits may not be exchanged benefits” refers to services provided to you or substituted for another form of compensation to Employeeon your behalf by the Company, such as legal or accounting services.”

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments Payments under this Agreement are intended designed to be made in a manner that is exempt from or comply compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee's “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee's separation from service, (ii) the date of the Employee's death, or (iii) such earlier date as complies with the applicable requirements of Section 409A and shall be limited(the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 6 hereof, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoingthen: (i) notwithstanding any provision upon settlement of this Agreement such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the contrarydefault rate credited to amounts deferred under the Company's Deferred Compensation Plan; provided, to the extent any payment hereunder constitutes deferred compensation subject to Section 409Ahowever, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision rate shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest).calculated on a monthly average basis rather than a daily basis; and (ii) notwithstanding any provision the Company shall fund the payment of this Agreement such cash to the contraryEmployee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee’s employment with , but only if the Company Group shall establishment of such trust does not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined result in any taxes or penalties becoming due under Section 409A; (iii) each payment that is part of a series of payments 409A(b). Such trust shall be a single grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment for purposes of is being delayed during the Settlement Delay Period pursuant to this Section 409A; and (iv) any taxable reimbursements under this Agreement17, including, without limitation, those but only to the extent permissible under Section 21(d), will be made no later than the end 409A of the calendar year following U.S. Internal Revenue Code without the calendar year the expense was incurredimposition of 409A Taxes. For purposes of complying with Section 409A, any such reimbursements The establishment and any in-kind benefit under this Agreement will be subject to the following: (1) payment funding of such reimbursements or in-kind benefits during one calendar year will trust shall not affect the amount obligation of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation the Company to Employeepay the Delayed Cash Payment pursuant to this Section 17.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” (as defined for purposes of in Section 409A), then all any Severance Payment, severance benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to be made to “specified employees” under Section 409A(a)(2)(B) of the Code (together, “Specified Employee hereunder due to the termination of Employee’s employment Payments”) shall not be paid, or commence to be paid, until paid before the earlier expiration of (1) the date that is immediately following the date that a period of six (6) months after the date that Employee’s employment is terminated or (2) following the date of EmployeeExecutive’s death termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following such a separation from service. Upon the expiration date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in seventh month following the absence date of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest)termination of employment. (iib) notwithstanding any provision To ensure satisfaction of the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement Agreement. (c) Notwithstanding anything herein to the contrary, Employee’s employment with the Company Group reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (iiiii) each payment that is part the reimbursement of a series of payments eligible expenses or in-kind benefits shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementmade promptly, includingsubject to the Company’s applicable policies, without limitation, those under Section 21(d), will be made but in no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (iii) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of compensation this Agreement are complex and subject to Employeechange. 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) of this Agreement to Executive.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this This Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with meet the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding Internal Revenue Code of 1986, as amended, and the regulations and Treasury guidance promulgated thereunder, with respect to amounts subject thereto and will be interpreted and construed consistent with that intent. If any provision of this Agreement would subject Executive to any additional tax or interest under Section 409A, then the contrary, Company and Executive agree to negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent any payment hereunder constitutes deferred compensation subject necessary to comply with the requirements of Section 409A; provided that no such amendment will increase the total compensation expense of the Company under this Agreement. 5.1 (i) If, and if Employee at the time of termination of Executive’s employment hereunder Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive is entitled under this Agreement in connection with such termination that are subject to Section 409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment will be deemed not to have occurred until such time as Executive insures a “separation of service” with the Company in accordance with Section 409A; (iii) for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of in a series of installment payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit provided under this Agreement will be subject to the following: treated as a separate payment; and (1iv) payment of such reimbursements no expenses eligible for reimbursement, or in-kind benefits during one provided, to Executive under this Agreement under any calendar year will not affect the amount amounts of eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit will be subject to liquidation or rights or in-kind benefits may not be exchanged or substituted exchange for another form of compensation to Employeeany other benefits.

Section 409A Compliance. Although The following provisions shall apply if Grantee is a U.S. Taxpayer. Notwithstanding the Company makes no guarantee with respect to the tax or other treatment foregoing provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance , no Shares or amounts payable hereunder in connection with a termination of your employment that are subject to Section 409A of the Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from service,” within the meaning of Section 409A of the Code. In addition, if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A, payments under this Agreement 409A of the Code. The Performance Stock Units are intended to be exempt from or comply compliant with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in a manner the U.S. Treasury Regulations relating thereto so as not to comply therewithsubject Grantee to the payment of additional taxes and interest under Section 409A of the Code or other adverse tax consequences. In furtherance of this intent, the foregoing: (i) notwithstanding any provision provisions of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan or both, without the consent of Grantee, in the manner that the Committee may determine to be necessary or advisable in order to comply with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical. This Section 15 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Performance Stock Units or the delivery of Shares upon vesting/settlement of the Performance Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Section 409A of the following: (1) payment Code. In no event whatsoever shall Arrow or any of such reimbursements its Subsidiaries or in-kind benefits during one calendar year will not affect Affiliates be liable to any party for any additional tax, interest or penalties that may be imposed on Grantee by Section 409A of the amount Code or any damages for failing to comply with Section 409A of such reimbursement the Code or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeany action taken by the Committee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or Notwithstanding any other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent it is intended that any payment hereunder constitutes or benefit provided pursuant to or in connection with this Agreement that is considered to be nonqualified deferred compensation subject to Section 409A409A of the Code shall be provided and paid in a manner, and if Employee is at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a “specified employee” as defined for purposes of permissible payment event contained in Section 409A, then that complies with the applicable requirements of Section 409A of the Code, to avoid the unfavorable tax consequences provided therein for non-compliance. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to be made to Employee hereunder due receive a series of separate payments and benefits to the termination fullest extent allowed by Section 409A of Employeethe Code. If the Executive is a key employee (as defined in Section 416(i) of the Code without regard to Paragraph (5) thereof) and any of the Company’s employment stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation subject to Section 409A of the Code shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that deferred for six (6) months and one (1) day after termination of the date that EmployeeExecutive’s employment is terminated or (2) or, if earlier, the date of EmployeeExecutive’s death following such a separation from service. Upon death, to the expiration extent required by Section 409A of the preceding Code (the “409A deferral period”). In the event such payments are otherwise due to be made during the 409A deferral period, any the payments that which would otherwise have otherwise been made during that in the 409A deferral period (whether shall be accumulated and paid in a single lump sum or in installments) in as soon as the absence 409A deferral period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A deferral period at the Executive’s expense, with the Executive having the right to reimbursement from the Company once the 409A deferral period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this provision Agreement, termination or cessation of employment shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had mean a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes within the meaning of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end 409A of the calendar year following Code where it is reasonably anticipated that no further services would be performed after such date or that the calendar year level of bona fide services the expense was incurred. For purposes Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20% of complying with Section 409Athe average level of bona fide services performed over the immediately preceding 36-month period (or, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment if lesser, Executive’s period of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeservice).

Section 409A Compliance. Although (a) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 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) A termination of employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, payments under this Agreement are intended references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be exempt from or comply with a “specified employee” within the applicable requirements meaning of that term under Code Section 409A and shall be limited409A(a)(2)(B), construed and interpreted in a manner so as to comply therewith. In furtherance then each of the foregoingfollowing shall apply: (i) notwithstanding 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 date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (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 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 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. (d) 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 (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. (e) 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. (f) 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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 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 following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form forfeiture of compensation to Employeeupon the occurrence of certain events.

Section 409A Compliance. Although The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or and benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with Section 409A of the applicable requirements Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A and 409A. Each amount to be paid or benefit to be provided under this Agreement shall be limited, construed as a separate identified payment for purposes of Section 409A. Without limiting the foregoing and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement anything contained herein to the contrary, to the extent any payment hereunder constitutes deferred compensation subject required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s separation from service shall instead be made to Employee hereunder due to paid on the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) first business day after the date that is immediately six months following the date that six Executive’s separation from service (6) months after or, if earlier, the date that EmployeeExecutive’s employment is terminated or (2) the date of Employee’s death following such a separation from servicedeath). Upon To the expiration of extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the preceding period, Executive under this Agreement or any payments that would have otherwise been made during that period (whether in a single sum or in installments) in other arrangement between the absence of this provision Executive and the Company shall be paid to Employee the Executive on or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to before the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end last day of the calendar year following the calendar year in which the expense was incurred. For purposes of complying with Section 409A, any such reimbursements incurred and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such expenses eligible for reimbursement or in-(and in kind benefits provided to the Executive) during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement shall be exchanged exempt from or substituted comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Executive shall be solely responsible for another form the payment of compensation to Employee.any taxes and penalties incurred under Section 409A.

Section 409A Compliance. Although (i) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or and benefits under this Agreement comply with Section 409A of the Code and shall not the regulations and guidance promulgated thereunder (collectively “Section 409A”); accordingly, to the maximum extent permitted, this Agreement will be responsible interpreted to be in compliance therewith. To the extent that any event with regard provision hereof is modified in order to this Agreement’s compliance comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A. In no event whatsoever will 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 will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 25(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement are intended will be paid or provided in accordance with the normal payment dates specified for them herein. (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits will 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 will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be exempt from or comply with the applicable requirements provided, in any other taxable year. (iv) For purposes of Section 409A 409A, the Executive’s right to receive any installment payments pursuant to this Agreement is treated as a right to receive a series of separate and shall be limiteddistinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, construed and interpreted in a manner so as to comply therewith. In furtherance the actual date of payment within the specified period is within the sole discretion of the foregoing:Company. (iv) notwithstanding Notwithstanding any provision of this Agreement to the contrary, to the extent in no event will any payment hereunder under this Agreement that constitutes “nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, Any payments under this Agreement that are intended deemed to be exempt from or comply with deferred compensation subject to the applicable requirements of Section 409A and shall be limitedof the Code, construed and interpreted in a manner so as are intended to comply therewith. In furtherance with the requirements of the foregoing: (i) Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, to if at the extent any payment hereunder constitutes deferred compensation subject to Section 409Atime of the Executive’s termination of employment with the Company, and if Employee (i) the Company’s securities are publicly traded on an established securities market; (ii) the Executive is a “specified employee” (as defined for purposes in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then all the Company will defer the commencement of such payments to be made to Employee hereunder due (without any reduction in amount ultimately paid or provided to the termination Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Employee’s employment Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall not be paid, or commence to be paid, last until the earlier of (1) the date that is immediately following the date that six (6) months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the date that Employee’s employment is terminated or (2) end of such deferral period. If the date Executive dies during the deferral period prior to the payment of Employee’s death following such a separation from service. Upon any deferred amount, then the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision unpaid deferred amount shall be paid to Employee or Employeethe personal representative of the Executive’s beneficiary in one lump sum estate within sixty (without interest). (ii60) notwithstanding any provision days after the date of this Agreement the Executive’s death. Notwithstanding anything to the contrarycontrary herein, Employeefor purposes of determining the Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, the Executive’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had the Executive incurs a “separation from service,” as determined under defined in Section 409A of the Code. For purposes of Section 409A; (iii) each , any payment to be made after receipt of an executed and irrevocable waiver and release of claims within any specified period, in which such period begins in one taxable year of the Executive and ends in a second taxable year of the Executive, will be made in the second taxable year. Each installment of any payments or benefits that is part constitute nonqualified deferred compensation within the meaning of a series of payments Section 409A shall be deemed to be a single separate payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end 409A of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to EmployeeCode.

Section 409A Compliance. Although To the Company makes no guarantee extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the tax U.S. Department of the Treasury or other treatment the Internal Revenue Service (“Section 409A”). Any provision of payments the Plan or benefits under this Agreement and that would cause this Award to fail to satisfy Section 409A shall not be responsible in any event with regard have no force or effect until amended to this Agreement’s compliance comply with Section 409A, payments under this Agreement are intended which amendment may be retroactive to be exempt from or comply with the applicable requirements of extent permitted by Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding 409A. Notwithstanding any provision of this Agreement the Plan to the contrary, to if the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Grantee is a “specified employee” (as defined for purposes in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 409A1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), then all and payments to be made to Employee the Grantee hereunder due are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the termination of Employeeextent otherwise payable within six (6) months after the Grantee’s employment separation from service shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that which is immediately following the date that six (6) months after the date that Employeeof the Grantee’s employment is terminated separation from service or (2) the date of Employeedeath of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of but which were delayed pursuant to this provision Section 13(h), shall be paid to Employee without interest on, or Employeeas soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; service (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementor, includingif earlier, without limitation, those under Section 21(d), will be made no later than the end date of the calendar year Grantee’s death). Any payments that were originally scheduled to be paid following the calendar year six (6) months after the expense was incurred. For purposes of complying Grantee’s separation from service shall continue to be paid in accordance with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeetheir predetermined schedule.

Section 409A Compliance. Although (a) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages to Executive for failing to comply with Code Section 409A. (b) A termination of employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that severance payments under or benefits pursuant to this Agreement are intended conditioned upon the execution and delivery by Executive of a release of claims, Executive shall forfeit all rights to be exempt from or comply with such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the applicable requirements date of Section 409A Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoingapply: (i) notwithstanding To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse Executive the Company’s share of the cost of such benefits, 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, in each case had such benefits commenced immediately upon Executive’s termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein. (d) To the extent that this Agreement provides for the reimbursement 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 such reimbursements under shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) Any right to reimbursement or in kind benefits shall 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. (e) 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. (f) 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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Company makes no guarantee with respect Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the tax or other treatment extent applicable (collectively “Code Section 409A”) and all provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply therewith. In furtherance with Code Section 409A or the provisions of this Section 24. (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paiddeemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or commence if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be paid, until made or provided prior to the earlier of (1i) the date that is immediately following expiration of the six-month period measured from the date that six (6) months after of the date that Employee’s employment is terminated Employees separation from service or (2ii) the date of the Employee’s death death. On the first day of the seventh month following such a the date of the Employee’s separation from service. Upon service or, if earlier, on the expiration date of the preceding periodEmployee’s death, any all payments that delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision shall such delay) will be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment will be paid or provided in accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;normal payment dates specified for them herein. (iii) each payment that is part Any reimbursement of a series of payments shall be a single payment costs and expenses provided for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will Agreement shall be made no later than the end December 31 of the calendar year next following the calendar year in which the expense was expenses to be reimbursed are incurred. For purposes . (iv) With regard to any provision herein that provides for reimbursement of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements expenses or in-kind benefits during one calendar year will not affect benefits, except as permitted by Code Section 409A, (i) the amount of such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during a subsequent calendar year; and (2) such reimbursement benefit or rights any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits may to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be exchanged violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or substituted for another form advancement of compensation costs and expenses associated with indemnification, any such amounts shall be paid or advanced to Employeethe Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Section 409A Compliance. Although the Company makes no guarantee with respect If any payment or other benefit provided to the tax Employee in connection with his termination of employment is determined, in whole or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard part, to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with constitute “nonqualified deferred compensation” within the applicable requirements meaning of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: Code (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to “Section 409A, ”) and if the Company determines that the Employee is a “specified employee” as defined for purposes of in Section 409A, then all no part of such payments to or benefits shall be made to Employee hereunder due to paid before the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date day that is immediately following the date that six (6) months plus one (1) day after the date that Employee’s employment is terminated or termination date (2) the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of Employee’s death following termination and the New Payment Date shall be paid to the Employee in a lump sum on such a separation from serviceNew Payment Date. Upon the expiration of the preceding periodThereafter, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in remain outstanding as of the absence of this provision day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Employee or that would not be required to be delayed if the premiums therefore were paid by the Employee’s beneficiary in one lump sum , the Employee shall pay the full cost of premiums for such welfare benefits during the six (without interest). (ii6) notwithstanding month period and the Company shall pay the Employee an amount equal to the amount of such premiums paid by the Employee during such six-month period promptly after its conclusion. In the event that any provision of this Agreement is determined to be (i) subject to Section 409A and (ii) noncompliant with Section 409A or the final regulations promulgated thereunder, the Company and the Employee shall negotiate in good faith to modify such noncompliant provision in a manner that avoids, to the contrarymaximum extent possible, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined imposition of additional taxes under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than 409A on the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company makes no agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless Employee with respect to the tax or other treatment consequences of any such failure. b. It is intended that (i) each installment of the payments or benefits provided under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) and (iii) all amounts set forth in Section 6 shall be limited, construed and interpreted in payable only upon a manner so as to comply therewith. In furtherance termination of the foregoing:Employee’s employment that constitutes a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h). c. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) notwithstanding any provision of this Agreement to that on the contrarydate the Employee’s employment with the Company terminates, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” (as such term is defined for purposes under Treasury Regulation 1.409A-1(i)(1)) of Section 409A, then all the Company and (ii) that any payments to be made to Employee hereunder due provided to the termination Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of the Employee’s “separation from service” with the Company, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 26 shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of the Employee’s death. d. To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment shall not be paidunder this Agreement or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, or commence to be paid, until the earlier of (1i) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated amount eligible for reimbursement or (2) the date of Employee’s death following payment under such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum plan or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary arrangement in one lump sum calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (without interestexcept that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid). , and (ii) notwithstanding subject to any provision shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined an expense under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will such plan or arrangement must be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect Notwithstanding any provision to the tax or other treatment of payments or benefits contrary herein, no Deferred Payments (as defined below) that become payable under this Agreement by reason of Executive’s termination of employment with ServiceSource (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A. Further, if Executive is a “specified employee” of ServiceSource (or any successor entity thereto) within the meaning of Section 409A on the date of Executive’s termination of employment (other than a termination of employment due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of Executive’s termination of employment, when they shall not be responsible paid in full arrears. All subsequent Deferred Payments, if any, will be paid in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s employment termination but prior to the six (6) month anniversary of his employment termination, then any event payments delayed in accordance with regard this paragraph will be payable in a lump sum as soon as administratively practicable after the date of death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 409A-2(b)(2) of the Treasury Regulations (for avoidance of doubt, the foregoing shall be interpreted to provide as well that any payments to be made in installments shall be deemed to be a series of separate payments). For the purposes of this Agreement, “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement’s compliance with Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A, 409A. The foregoing provisions and all payments and benefits under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance that none of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, severance payments and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments benefits to be made to Employee provided hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt. ServiceSource and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Executive under Section 409A.

Section 409A Compliance. Although (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Company makes no guarantee with respect Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the tax or other treatment extent applicable (collectively “Code Section 409A”) and all provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply therewith. In furtherance with Code Section 409A or the provisions of this Section 24. (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paiddeemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or commence if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be paid, until made or provided prior to the earlier of (1i) the date that is immediately following expiration of the six-month period measured from the date that six (6) months after of the date that Employee’s employment is terminated Employees separation from service or (2ii) the date of the Employee’s death death. On the first day of the seventh month following such a the date of the Employee’s separation from service. Upon service or, if earlier, on the expiration date of the preceding periodEmployee’s death, any all payments that delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision shall such 12 delay) will be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment will be paid or provided in accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;normal payment dates specified for them herein. (iii) each payment that is part Any reimbursement of a series of payments shall be a single payment costs and expenses provided for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will Agreement shall be made no later than the end December 31 of the calendar year next following the calendar year in which the expense was expenses to be reimbursed are incurred. For purposes . (iv) With regard to any provision herein that provides for reimbursement of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements expenses or in-kind benefits during one calendar year will not affect benefits, except as permitted by Code Section 409A, (i) the amount of such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during a subsequent calendar year; and (2) such reimbursement benefit or rights any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits may to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be exchanged violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or substituted for another form advancement of compensation costs and expenses associated with indemnification, any such amounts shall be paid or advanced to Employeethe Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

Section 409A Compliance. Although (i) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 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. (ii) A termination of employment shall not be responsible deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” Notwithstanding anything to the contrary in any event this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment 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 six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement’s compliance 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 in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) 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. Whenever a payment under this Agreement are intended specifies a payment period with reference to be exempt from or comply with a number of days, the applicable requirements actual date of Section 409A and payment within the specified period shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance within the sole discretion of the foregoing:Company. (iv) notwithstanding Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or and benefits under this Award Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”), and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be in accordance therewith. Notwithstanding anything contained herein to the contrary, you shall not be responsible in considered to have terminated employment with the Company for purposes of any event with regard payments under this Award Agreement which are subject to Section 409A until you would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement’s compliance with Award Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments under described in this Award Agreement that are intended to be exempt from or comply with due within the applicable requirements of “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement anything contained herein to the contrary, to the extent any payment hereunder constitutes deferred compensation subject required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments benefits that would otherwise be provided pursuant to this Award Agreement during the six (6)-month period immediately following your separation from service shall instead be made to Employee hereunder due to paid on the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) first business day after the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a your separation from serviceservice (or, if earlier, death). Upon To the expiration of the preceding periodextent required to avoid accelerated taxation and/or tax penalties under Section 409A, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of amounts reimbursable to you under this provision Award Agreement shall be paid to Employee you on or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to before the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end last day of the calendar year following the calendar year in which the expense was incurred. For purposes incurred and the amount of complying with Section 409A, any such reimbursements expenses eligible for reimbursement (and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits provided) during any one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Award Agreement shall be exchanged exempt from or substituted comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. You shall be solely responsible for another form the payment of compensation to Employee.any taxes and penalties incurred under Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this This Letter Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, all payments under this Agreement and benefits provided hereunder are intended to be exempt from or otherwise comply with Section 409A of the applicable requirements Internal Revenue Code of 1986, as amended (the “Code”) (including the exceptions thereto), to the extent applicable, and the provisions of this Letter Agreement will be administered, interpreted and construed accordingly. The Release shall be executed such that it becomes effective, with all revocation periods having expired unexercised, within 60 days following the Executive’s termination of employment. If such 60-day period ends in a calendar year after the calendar year in which the Executive’s employment terminates, then, but only to the extent required by Section 409A of the Code to avoid taxes and/or interest thereunder, any payments and benefits that would have been made during the calendar year in which Executive’s employment terminates instead shall be withheld and paid on the first business day in the calendar year after the calendar year in which Executive’s employment terminates, with all remaining payments to be made according to the schedule set forth herein, as if no such delay had occurred. If Executive’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding Code, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Section 409A of the Code shall not be paid until the Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, to if at the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee time of Executive’s termination (i) Executive is a “specified employee” as defined for purposes within the meaning of Section 409A409A of the Code, then all payments and (ii) a payment or benefit provided for in this Agreement would be subject to be made to Employee hereunder due to additional tax under Section 409A of the termination of Employee’s employment shall not be paid, Code if such payment or commence to be paid, until the earlier of (1) the date that benefit is immediately following the date that paid within six (6) months after the date that EmployeeExecutive’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” then CES will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following Executive’s death, together with interest for the period of such delay, compounded annually at a rate equal to the prime rate (as determined under published in the Wall Street Journal) in effect as of the dates the payments or benefits would otherwise have been provided. If any provision contained in the Letter Agreement conflicts with the requirements of Section 409A; 409A of the Code, the Letter Agreement shall be deemed to be reformed so as to comply with the requirements of Section 409A of the Code (iii) or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, each payment that is part of a series of payments or benefit provided pursuant to this Letter Agreement or the Existing Agreement shall be deemed to be a single separate payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end 409A of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to EmployeeCode.

Section 409A Compliance. Although It is the intention of the Company makes no guarantee with respect to and the tax or other treatment of payments or benefits under Executive that this Agreement and shall not be responsible result in any event with regard to this Agreement’s compliance with Section 409A, payments taxation of the Executive under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Agreement shall be limited, construed and interpreted in a manner so as to comply therewithaccordance with such intention. In furtherance Without limiting the generality of the foregoing, the Company and the Executive agree as follows: (i) notwithstanding any provision of this Agreement Notwithstanding anything to the contrarycontrary herein, to if the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” as defined for purposes (within the meaning of Section 409A, then all payments to be made to Employee hereunder due 409A(a)(2)(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of him under this Agreement pursuant to the Executive’s termination of Employee’s employment with the Company shall be delayed, to the extent required so that taxes are not be paid, or commence imposed on the Executive pursuant to be paidSection 409A of the Code, until the earlier of (1earliest date permitted by Section 409A(a)(2) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest).Code; (ii) notwithstanding any provision For purposes of this Agreement to Agreement, the contrary, EmployeeExecutive’s employment with the Company Group shall will not be deemed to have been treated as terminated unless and until Employee has had such termination of employment constitutes a “separation from service,” as determined under for purposes of Section 409A409A of the Code; (iii) each payment that is part To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (A) reimbursements to the Executive as a series result of payments the operation of Section 6.1(B) or Section 6.4 hereof shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no not later than the end of the calendar year following the calendar year in which the reimbursable expense was incurred. For purposes is incurred and shall otherwise be made in a manner that complies with the requirements of complying Treasury Regulation Section 1.409A-3(i)(l)(iv) and (B) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of such sections with respect to a reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 14(i) shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause (A) of this sentence); and (iv) If the provisions of Section 5.4 are applicable to an equity or equity-based award subject to the provisions of Section 409A of the Code and the immediate payment of the award contemplated by Section 5.4 would result in taxation under Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect awards shall be made upon the amount earliest date upon which such payment may be made without resulting in taxation under Section 409A of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeethe Code.

Section 409A Compliance. Although (a) The intent of the Company makes no guarantee with respect to the tax or other treatment of parties is that payments or 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 be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages to Executive for failing to comply with Code Section 409A. (b) A termination of employment shall not be responsible in deemed to have occurred for purposes of any event with regard to provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement’s compliance with Section 409A, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) To the extent that severance payments under or benefits pursuant to this Agreement are intended conditioned upon the execution and delivery by Executive of a release of claims, Executive shall forfeit all rights to be exempt from or comply with such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the applicable requirements date of Section 409A Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoingapply: (i) notwithstanding To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse Executive the Company’s share of the cost of such benefits, 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, in each case had such benefits commenced immediately upon Executive’s termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein. (d) To the extent that this Agreement provides for the reimbursement 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 such reimbursements under shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) Any right to reimbursement or in kind benefits shall 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. (e) 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. (f) 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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (g) Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although Executive is solely responsible and liable for the Company makes no guarantee satisfaction of any federal, state, province or local taxes that may arise with respect to the tax or other treatment of payments or benefits under this Agreement and (including any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall not be responsible in have any event with regard obligation whatsoever to this Agreement’s compliance with Section 409Apay such taxes, payments under to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. To the extent applicable, it is intended that this Agreement are intended to be exempt from or comply with the applicable requirements provisions of Section 409A and shall of the Code. This Agreement will be limited, construed administered and interpreted in a manner so as consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith. In furtherance therewith (which amendment may be retroactive to the extent permitted by Section 409A of the foregoing: (i) notwithstanding any provision of this Agreement Code). Notwithstanding anything contained herein to the contrary, to the extent Executive is entitled to any payment hereunder constitutes payments under this Agreement that constitute “nonqualified deferred compensation subject to compensation” within the meaning of Section 409A409A of the Code on account of Executive’s termination of employment, and if Employee such amounts shall not be paid until Executive has incurred a “separation from service” from Employer within the meaning of Section 409A of the Code. If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” as defined for purposes within the meaning of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration 409A of the preceding periodCode, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in constitute “nonqualified deferred compensation” within the absence meaning of this provision shall be paid to Employee or EmployeeSection 409A of the Code on account of Executive’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under within the meaning of Section 409A; 409A of the Code (iiiincluding any amounts payable pursuant to the preceding sentence) each payment that is part will not be paid until after the end of a series the sixth calendar month beginning after Executive’s “separation from service” within the meaning of payments Section 409A of the Code (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a single lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end 409A of the calendar year following the calendar year the expense was incurredCode. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.[Signature page follows]

Section 409A Compliance. Although the Company makes no guarantee with respect (a) Notwithstanding any provision of this Agreement to the contrary, if at the time of the Employee’s termination of employment, the Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then to the extent that any amount to which the Employee is entitled in connection with the termination of Employee’s employment is subject to Section 409A of the Code, payments of such amounts to which the Employee would otherwise be entitled during the six (6) month period following the Employee’s termination of employment will be accumulated and paid in a lump sum on the first day of the seventh month after the date of the Employee’s termination of employment. This section shall apply only to the extent required to avoid the Employee’s incurrence of any additional tax or other treatment of payments or benefits interest under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing:Code. (ib) notwithstanding Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment hereunder constitutes deferred compensation subject to under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A409A of the Code or any regulations or Treasury guidance promulgated thereunder, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all such payments to shall be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the no earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following than at such a separation from service. Upon the expiration times allowed under Section 409A of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest)Code. (iic) notwithstanding If any provision of this Agreement (or of any award of compensation) would cause the Employee to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Bank may reform such provision; provided that it will (i) maintain, to the contrarymaximum extent practicable, Employee’s employment the original intent of the applicable provision without violating the provisions of Section 409A of the Code and (ii) notify and consult with the Company Group shall not be deemed Employee regarding such amendments or modifications prior to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part the effective date of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeechange.

Section 409A Compliance. Although the Company makes no guarantee with respect Solely to the tax extent necessary to comply with Section 409A of the Code, any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and that are payable to you pursuant this Agreement during the period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such six-month anniversary date (or other treatment any earlier time permitted by Section 409A of the Code), at which time such delayed amounts will be paid to you in a cash lump sum (the “Catch-up Amount”). If payment of an amount is delayed as a result of this Section 10, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to you but for this Section 10 to the day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Such interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or after your Date of Termination and prior to the six-month anniversary of such date, any amount delayed pursuant to this Section 10 shall be paid to your estate or beneficiary, as applicable, together with interest, within 30 days following the date of your death. The provisions of this Section 10 shall apply notwithstanding any provision of this Agreement related to the timing of payments or benefits following your Date of Termination. To the extent a payment under this Agreement and shall is not be responsible made with in any event with regard to this Agreement’s compliance with the short-term deferral period or another permitted exemption or exception from application of Section 409A409A of the Code, payments under this Agreement are intended to comply, and this Agreement shall be exempt from interpreted as necessary to comply, with Section 409A of the Code and the regulations promulgated thereunder. Any provision of this Agreement that cannot be so interpreted or applied consistent with Section 409A of the Code is deemed amended to comply with Section 409A of the applicable requirements Code or, if such amendment is not possible, is void. All payments to be made upon a termination of your employment under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Section 409A and of the Code may only be made upon a “separation from service” under Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment under this Agreement. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be limitedtreated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, construed and interpreted in a manner so as to comply therewiththe separation pay exception, or any other exception or exclusion under Section 409A of the Code. In furtherance the event you become entitled to indemnification for any Losses or other expenses, costs, fees or in-kind benefits under Section 2, 3 or 6 of this Agreement and such Losses, expenses, costs, fees or in-kind benefits are not exempt from Section 409A of the foregoingCode pursuant to Treasury Regulation § 1.409A-1(b)(9)(v) because such Losses, expenses, costs, fees or in-kind benefits were not incurred or provided by the last day of the second taxable year following your Involuntary Termination, then the Company will satisfy any such right to indemnification by reimbursement or providing in-kind benefits in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) as follows: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, Reimbursement or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall in-kind benefits may be paid to Employee or Employee’s beneficiary in one lump sum (without interest).provided during the period of your lifetime; (ii) notwithstanding any provision Reimbursement of this Agreement to an eligible expense will be made on or before the contrary, Employee’s employment with last day of your taxable year following the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409Ataxable year in which the expenses were incurred; (iii) each payment that is part The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a series of payments shall taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be a single payment for purposes of Section 409Aprovided, in any other taxable year; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject The right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit is not subject to liquidation or rights or exchange for another benefit. For purposes of Section 10 of this Agreement, the term “in-kind benefits may not be exchanged benefits” refers to services provided to you or substituted for another form of compensation to Employeeon your behalf by the Company, such as legal or accounting services.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits (a) If any amounts that become due under this Agreement and on account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Internal Revenue Code Section 409A (“Section 409A”), payment of such amounts shall not be responsible in any event with regard to this Agreementcommence until Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). If, at the time of Executive’s compliance with Section 409Aseparation from service, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” as defined for purposes of (under Internal Revenue Code Section 409A), then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall any such amounts will not be paid, or commence to be paid, paid until the earlier first business day of (1) the date that is immediately following the date that six (6) months seventh month after the date that EmployeeExecutive’s employment is terminated or (2) the date of Employee’s death following such a separation from serviceservice (the “409A Suspension Period”). Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than Within 14 calendar days after the end of the calendar year following 409A Suspension Period, Employee shall be paid a lump sum payment in cash equal to any payments delayed because of the calendar year preceding sentence, together with interest on them for the expense was incurredperiod of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. For purposes of complying Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. (b) This Agreement is intended to comply with or be exempt from Section 409A, any such reimbursements and the Company shall have complete discretion to interpret and construe this Agreement and any in-kind benefit associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Section 409A. To the extent that any regulations or other guidance issued under this Agreement will be Section 409A (after application of the previous sentence) would result Executive being subject to the following: (1) payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such reimbursements interest or in-kind benefits during one calendar year will additional tax under Section 409A, which such amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by Executive and the Company, provided it does not affect increase the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation overall expense to Employeethe Company in providing the benefits.

Section 409A Compliance. Although This Agreement is intended to comply with Section 409A of the Company makes no guarantee Code or an exemption thereunder and shall be construed and administered in accordance with respect to the tax or Section 409A. Notwithstanding any other treatment provision of this Agreement, payments or benefits 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 not be responsible in excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. Notwithstanding the foregoing, neither the Bank nor any event with regard to Affiliate makes any representation that the payments and benefits provided under this Agreement’s compliance Agreement comply with Section 409A, payments under and in no event shall the Bank or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement are intended Agreement, if any payment or benefit provided to be exempt from or comply you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the applicable requirements meaning of Section 409A and shall you are determined to be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of your death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you (or your beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, then all payments to be made to Employee hereunder due and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after your termination of Employee’s employment date shall not be paid, if at all, on such 30th day and any remaining payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision in-kind benefits shall be paid to Employee or Employee’s beneficiary provided in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments Bank’s applicable policy or benefit plan, but in all events reimbursements shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made paid no later than the end last day of the calendar year following the calendar year in which the relevant expense was is incurred. For purposes The amount of complying with Section 409Aexpenses or benefits eligible for reimbursement, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits provision during one a calendar year will shall not affect the amount of such expenses or benefits eligible for reimbursement or in-kind benefits provided during a subsequent provision in any other calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits (a) If any amounts that become due under this Agreement and on account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Internal Revenue Code Section 409A (“Section 409A”), payment of such amounts shall not be responsible in any event with regard to this Agreementcommence until Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). If, at the time of Executive’s compliance with Section 409Aseparation from service, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” as defined for purposes of (under Internal Revenue Code Section 409A), then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall any such amounts will not be paid, or commence to be paid, paid until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employeefirst business day of the seventh month after Executive’s employment is terminated or (2) the date of Employee’s death following such a separation from serviceservice (the “409A Suspension Period”). Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than Within 14 calendar days after the end of the calendar year following 409A Suspension Period, Employee shall be paid a lump sum payment in cash equal to any payments delayed because of the calendar year preceding sentence, together with interest on them for the expense was incurredperiod of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. For purposes of complying Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. (b) This Agreement is intended to comply with or be exempt from Section 409A, any such reimbursements and the Company shall have complete discretion to interpret and construe this Agreement and any in-kind benefit associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Section 409A. To the extent that any regulations or other guidance issued under this Agreement will be Section 409A (after application of the previous sentence) would result Executive being subject to the following: (1) payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such reimbursements interest or in-kind benefits during one calendar year will additional tax under Section 409A, which such amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by Executive and the Company, provided it does not affect increase the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation overall expense to Employeethe Company in providing the benefits.

Section 409A Compliance. Although 7.1 The intent of the Company makes no guarantee with respect to the tax or other treatment of Parties is that payments or 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 Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. 7.2 A termination of employment shall not be responsible deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of 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.” Notwithstanding anything to the contrary in any event this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment 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 six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement’s compliance Section 23(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. 7.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 7.4 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. Whenever a payment under this Agreement are intended specifies a payment period with reference to be exempt from or comply with a number of days, the applicable requirements actual date of Section 409A and payment within the specified period shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance within the sole discretion of the foregoing:Company. (i) notwithstanding 7.5 Notwithstanding any other provision of this Agreement to the contrary, to the extent in no event shall any payment hereunder under this Agreement that constitutes “nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employeecompensation” as defined for purposes of Code Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will 409A be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the offset by any other amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Although (i) This Agreement is intended to comply with the Company makes no guarantee with respect to requirements of Section 409A of the tax or other treatment of payments or benefits under Internal Revenue Code (the "Code") and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement and shall not be responsible in any event with regard is ambiguous as to this Agreement’s its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted subject to an "additional tax" as defined in a manner so as to comply therewith. In furtherance Section 409A(a)(1)(B) of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for Code. For purposes of Section 409A, then all payments to each payment made under this Agreement shall be made to Employee hereunder due treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the termination of Employee’s employment contrary, Employee shall not be paid, or commence considered to have terminated employment with Employer for purposes of Section 15 hereof unless he would be paid, until considered to have incurred a “termination of employment” from Employer within the earlier meaning of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interestTreasury Regulation §1.409A-1(h)(1)(ii). (ii) notwithstanding Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any provision payment on account of this Agreement Employee’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the contraryapplicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 15 hereof, Employee’s employment with the Company Group Employee shall not be deemed to have been terminated unless and until Employee has had a “separation from service,specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as determined under defined in Section 409A;416(i) of the Code without regard to Section 416(i)(5) thereof) of Employer at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31.” (iii) each payment that is part of a series of payments All reimbursements provided under this Agreement shall be a single payment for purposes made or provided in accordance with the requirements of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitationwhere applicable, those under Section 21(dthe requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be (iv) the right to reimbursement is not subject to the following: (1) payment of such reimbursements liquidation or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under The parties intend for this Agreement and shall not be responsible in any event with regard either to this Agreement’s compliance with satisfy the requirements of Section 409A, payments under this Agreement are intended 409A or to be exempt from or comply with the applicable application of Section 409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ia) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee event that Executive is a “specified employee” (as defined for purposes of in Section 409A), then all any Severance Payment, severance benefits or other amounts payable under this Agreement that would be subject to the special rule regarding payments to be made to “specified employees” under Section 409A(a)(2)(B) of the Code (together, “Specified Employee hereunder due to the termination of Employee’s employment Payments”) shall not be paid, or commence to be paid, until paid before the earlier expiration of (1) the date that is immediately following the date that a period of six (6) months after the date that Employee’s employment is terminated or (2) following the date of EmployeeExecutive’s death termination of employment (or before the date of Executive’s death, if earlier). The Specified Employee Payments to which Executive would otherwise have been entitled during the six-month period following such a separation from service. Upon the expiration date of Executive’s termination of employment shall be accumulated and paid as soon as administratively practicable following the first date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in seventh month following the absence date of this provision shall be paid to Employee or EmployeeExecutive’s beneficiary in one lump sum (without interest)termination of employment. (iib) notwithstanding any provision To ensure satisfaction the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement Agreement. (c) Notwithstanding anything herein to the contrary, Employee’s employment with the Company Group reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (iiiii) each payment that is part the reimbursement of a series of payments eligible expenses or in-kind benefits shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementmade promptly, includingsubject to Company’s applicable policies, without limitation, those under Section 21(d), will be made but in no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (iii) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form benefit. (d) Employer hereby informs Executive that the federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of compensation this Agreement are complex and subject to Employeechange. 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) of this Agreement to Executive.

Section 409A Compliance. Although the Company makes no guarantee with respect Payments contemplated pursuant to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (“Section 409A”) (including the provisions for exceptions and exemptions from Section 409A) and all provisions of this Agreement shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes and penalties under Section 409A. If any payment(s) to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision Executive under the terms of this Agreement or any plans is determined to the contrary, to the extent any constitute a payment hereunder constitutes of nonqualified deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A payable on account of a “separation from service” (as defined under Section 409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), then all payments to such payment(s) shall be made to Employee hereunder due to the termination of Employee’s employment shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that is immediately following the date that six (6) months and one day after the date that Employeeof the Executive’s employment is terminated or separation from service with the Company (2) or, if sooner, the date of Employeethe Executive’s death following such a separation from servicedeath), if and only to the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding periodsentence, any all payments that and benefits delayed pursuant to this subsection (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision such delay) shall be paid or reimbursed to Employee or Employee’s beneficiary the Executive in one a lump sum (without interest). (ii) notwithstanding , and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment shall be paid or provided in accordance with the Company Group normal payment dates specified for them herein. A termination of employment shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service,” as determined under within the meaning of Section 409A; (iii) each payment that is part of a series of payments shall be a single payment 409A and, for purposes of Section 409A; and (iv) any taxable reimbursements under such provision of this Agreement, includingreferences to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Except as otherwise expressly provided herein, without limitationto the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section409A, those under Section 21(dthe amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any life-time or other aggregate limitation applicable to medical expenses), will in no event shall any expenses be made no later than reimbursed after the end last day of the calendar year following the calendar year in which such expenses are incurred, and in no event shall any right to reimbursement or the expense was incurred. For purposes provision of complying with Section 409A, any such reimbursements and any in-kind benefit be subject to liquidation or exchange for another benefit. Each payment made under this Agreement will shall be subject to treated as a “separate payment” within the following: (1) payment meaning of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Section 409A.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this a. This Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limitedof the Internal Revenue Code of 1986, construed and interpreted as amended (the “Code”) (together with the applicable regulations thereunder, “Section 409A”). To the extent that any provision in a manner so this Agreement is ambiguous as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, its compliance with Section 409A or to the extent any payment hereunder constitutes deferred compensation subject provision in this Agreement must be modified to comply with Section 409A409A (including, and if Employee is without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a “specified employee” as defined for manner so that all payments due under this Agreement will comply with Section 409A. For purposes of Section 409A, then all payments to each payment made under this Agreement will be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. b. All reimbursements provided under this Agreement will be made to Employee hereunder due to or provided in accordance with the termination requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s employment shall not be paidlifetime (or during a shorter period of time specified in this Agreement), or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any provision of this Agreement to the contraryother calendar year, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part the reimbursement of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be (iv) the right to reimbursement is not subject to the following: (1) payment of such reimbursements liquidation or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted exchange for another form benefit. c. Employee further acknowledges that any tax liability incurred by Employee under Section 409A of compensation to the Code is solely the responsibility of Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under this Agreement and shall not be responsible 8.3.1 Anything in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, to if at the extent any payment hereunder constitutes deferred compensation subject to time of the Executive’s separation from service within the meaning of Section 409A409A of the Code, and if Employee the Company determines that the Executive is a “specified employee” as defined for purposes within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then all payments to be made to Employee hereunder due to the termination extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of Employeethe Executive’s employment separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be paid, or commence to payable and such benefit shall not be paid, provided until the date that is the earlier of (1A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. 8.3.2 The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereunder) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. 8.3.3 If, notwithstanding the preceding provisions of this Section 8.3, any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) (the “Payments”) made or provided to the Executive or for his benefit in connection with this Agreement or the Executive’s employment with the Company or the termination thereof, are determined to be subject to the tax imposed by Section 409A(a)(1)(B) or any interest or penalties with respect to such taxes (such taxes, together with any such interest and penalties, are collectively referred to as the “Section 409A Tax”), then the Company will pay to the Executive, on or within ten (10) calendar days after any such amount is required to be paid or withheld, an additional amount (a “Gross-Up Payment”) such that the net amount the Executive retains after paying any applicable Section 409A Tax and any federal, state or local income or FICA taxes on such Gross-Up Payment shall be equal to the amount the Executive would have received if the Section 409A Tax were not applicable to the Payments. For purposes of determining the amount of the Gross-Up Payment, if any, the Executive will be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Payments are made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date the Payments are made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. If the Section 409A Tax is determined by the Internal Revenue Service, on audit or otherwise, to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company must make another Gross-Up Payment with respect to such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within ten (10) calendar days immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement excess is required to be paid or in-kind benefits provided during withheld. The Company and the Executive must each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the total Payments. 8.3.4 The determination of whether and when a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not separation from service has occurred shall be exchanged or substituted for another form of compensation to Employeemade in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

Section 409A Compliance. Although the Company makes no guarantee with respect (a) Notwithstanding anything to the tax contrary in this Agreement, no severance payments or benefits to be paid or provided to Employee, if any, under this Agreement that, when considered together with any other treatment severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code and the final regulations and any guidance promulgated thereunder (together, the “Deferred Payments”) will be paid or provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, under this Agreement that otherwise would be exempt from Section 409A pursuant to Section 1.409A-1(b)(9) of the Treasury Regulations will be payable until Employee has a “separation from service” within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations. (b) It is intended that none of the severance payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to will constitute Deferred Payments but rather will be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted as a payment that would fall within the “short-term deferral period” as described in a manner so paragraph (d) below or resulting from an involuntary separation from service as to comply therewithdescribed in paragraph (e) below. In furtherance no event will Employee have discretion to determine the taxable year of the foregoing:payment of any Deferred Payment or payment made upon a separation from service. Any severance payments or benefits payable pursuant to this Agreement will be payable as provided in Section 9(d). (ic) notwithstanding any provision of this Agreement Notwithstanding anything to the contrarycontrary in this Agreement, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes within the meaning of Section 409A, then all payments to be made to Employee hereunder due to 409A at the termination time of Employee’s employment shall not be paidseparation from service (other than due to death), or commence to be paidthen the Deferred Payments, until if any, that are payable within the earlier of (1) the date that is immediately following the date that first six (6) months after following Employee’s separation from service, will become payable on the date that six (6) months and one (1) day following the date of Employee’s employment is terminated separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service, but before the six (26) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death following such and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separation from service. Upon the expiration separate payment under Section 1.409A-2(b) of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest)Treasury Regulations. (iid) notwithstanding any provision of Any amount paid under this Agreement to that satisfies the contrary, Employee’s employment with requirements of the Company Group shall “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment constitute Deferred Payments for purposes of Section 409A; andparagraph (a) above. (ive) any taxable reimbursements Any amount paid under this Agreement, including, without limitation, those under Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 21(d), will be made no later than the end 1.409A-1(b)(9)(iii) of the calendar year following Treasury Regulations that does not exceed the calendar year the expense was incurred. For Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of complying paragraph (a) above. (f) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A, any such reimbursements 409A so that none of the payments and any in-kind benefit benefits to be provided under this the Agreement will be subject to the following: (1) additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A. In no event will Company reimburse Employee for any taxes that may be imposed on Employee as a result of such reimbursements or in-kind benefits during one calendar year Section 409A. For purposes of this Agreement, “Section 409A Limit” will not affect mean the amount lesser of such reimbursement or in-kind benefits provided during a subsequent calendar year; and two (2) such reimbursement benefit times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Company’s taxable year preceding Company’s taxable year of Employee’s termination of employment as determined under Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations and any Internal Revenue Service guidance issued with respect thereto; or rights or in-kind benefits (ii) the maximum amount that may not be exchanged or substituted taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for another form of compensation to the year in which Employee’s employment is terminated.

Section 409A Compliance. Although (a) The parties intend for this Agreement either to satisfy the Company makes no guarantee with respect requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all applicable guidance promulgated thereunder (“Section 409A”) or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. Any amount payable pursuant to this Agreement due to a termination of employment which constitutes a “deferral of compensation” within the meaning of Section 409A shall not be paid unless and until such termination constitutes a “separation from service” within the meaning of Section 409A. Further, to the tax or other treatment of payments or benefits extent an amount payable under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with Section 409A, and such exemption is conditioned upon the applicable payment being made upon a “separation from service,” then such payment shall not be paid unless and until Employee has incurred a “separation from service.” If this Agreement either fails to satisfy the requirements of Section 409A and shall be limitedor is not exempt from the application of Section 409A, construed and interpreted then the parties hereby agree to amend or to clarify this Agreement in a timely manner so as to comply therewith. In furtherance that this Agreement either satisfies the requirements of Section 409A or is exempt from the foregoing:application of Section 409A. (ib) notwithstanding Notwithstanding any provision of in this Agreement to the contrary, to in the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if event Employee is a “specified employee” as defined in Section 409A, any severance payments or packages, severance benefits, or other amounts payable under this Agreement, that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) shall be delayed by six months such that the payment is made no earlier than the first date of the seventh month following the Termination Date (or the date of Employee’s death, if earlier). (c) To ensure satisfaction of the requirements of Section 409A(b)(3), assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement. (d) Company hereby informs Employee that the federal, state, local and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement are complex and subject to change. Employee hereby acknowledges that Company has advised him that Employee should consult with Employee’s own personal tax or financial advisor in connection with this Agreement and its tax consequences. Employee understands and agrees that Company has no obligation and no responsibility to provide Employee with any tax or other legal advice in connection with this Agreement. Employee agrees that Employee shall bear sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation those tax consequences implicated by Section 409A) of this Agreement, and fully indemnifies and holds Company harmless therefor. (e) For purposes of Section 409A, then all payments any right to receive a series of installments under this Agreement shall be made treated as a right to Employee hereunder due a series of separate payments. (f) Notwithstanding anything herein to the termination contrary, the reimbursement of Employee’s employment expenses or in-kind benefits provided pursuant to this Agreement shall not be paid, or commence subject to be paid, until the earlier of following conditions: (1) the date that is immediately following expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the date that six (6) months after the date that Employee’s employment is terminated expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the date reimbursement of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum eligible expenses or in installments) in the absence of this provision in-kind benefits shall be paid made promptly, subject to Employee or EmployeeCompany’s beneficiary applicable policies, but in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no event later than the end of the calendar year following after the calendar year the in which such expense was incurred. For purposes of complying with Section 409A, any such reimbursements ; and any in-kind benefit under this Agreement will be subject (3) the right to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although (i) This Agreement is intended to comply with the Company makes no guarantee with respect to requirements of Section 409A of the tax or other treatment Internal Revenue Code of payments or benefits under 1986, as amended (the "Code") and regulations promulgated thereunder ("Section 409A"). To the extent that any provision in this Agreement and shall not be responsible in any event with regard is ambiguous as to this Agreement’s its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted subject to an "additional tax" as defined in a manner so as to comply therewith. In furtherance Section 409A(a)(l)(B) of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for Code. For purposes of Section 409A, then all payments to each payment made under this Agreement shall be made to Employee hereunder due treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the termination of Employee’s employment contrary, Employee shall not be paid, or commence considered to have terminated employment with Employer unless he would be paid, until considered to have incurred a “separation of employment” from Employer as the earlier of (1) the date that term is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether defined in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interestTreasury Regulation §1.409A-1(h)(1)(i). (ii) notwithstanding Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to "specified employees," any provision payment on account of this Agreement Employee's separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee's date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined applicable federal short-term rate (compounded monthly) in effect under Section 409A;1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a "specified employee" for the 12-month period beginning on the first day of the fourth month following each "Identification Date" if he is a "key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of Sysorex and/or SGS at any time during the 12-month period ending on the '"Identification Date." For purposes of the foregoing, the Identification Date shall be December 31." (iii) each payment that is part of a series of payments All reimbursements provided under this Agreement shall be a single payment for purposes made or provided in accordance with the requirements of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitationwhere applicable, those under Section 21(dthe requirement that (i) any reimbursement is for expenses incurred during Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was is incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be (iv) the right to reimbursement is not subject to the following: (1) payment of such reimbursements liquidation or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect a. This Agreement shall be amended to the tax or other treatment extent necessary to comply with Section 409A of payments or benefits under the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be responsible in any event with regard made to this Agreement’s compliance with the Executive at such time if such payments shall subject the Executive to the penalty tax under Section 409A409A of the Code, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section 409A of the Code. b. If and to the extent termination payments under this Agreement are intended to be exempt from or comply with constitute deferred compensation within the applicable requirements meaning of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409ACode and regulations promulgated thereunder, and if Employee the payment under this Section 9 does not qualify as a short-term deferral under Section 409A of the Code and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and the Executive is a “specified employee” as defined for purposes Specified Employee within the meaning of Section 409A409A of the Code and regulations promulgated thereunder, then all the payment of such termination payments that constitute deferred compensation under Section 409A of the Code shall comply with Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, which generally provide that distributions of deferred compensation (within the meaning of Section 409A of the Code) to be made to a Specified Employee hereunder due that are payable on account of Termination of Employment may not commence prior to the termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after month anniversary of the date that Employee’s employment is terminated or Executive's Termination of Employment (2) or, if earlier, the date of Employee’s death the Executive's death). Amounts that would otherwise be distributed to the Executive during such six (6) month period but for the preceding sentence shall be accumulated and paid to the Executive on the 185th day following such a separation from service. Upon the expiration date of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence Executive's Termination of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest)Employment. (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under (a) The parties agree that this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with the applicable requirements of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Company shall be limitedundertake to administer, construed interpret, and interpreted construe this Agreement in a manner so as to comply therewith. In furtherance that does not result in the imposition on Executive of the foregoing:any additional tax, penalty, or interest under Section 409A. (ib) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the A termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, 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,” and that is not exempt from Section 409A as determined involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 13(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 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 of costs and expenses or in-kind benefits, except as permitted by Section 409A; (iii) each payment that is part of a series of , all such payments shall be a single payment for purposes made on or before the last day of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year in which the expense was incurredoccurred.” 2. For purposes Except as expressly provided herein, the provisions of complying with Section 409A, any such reimbursements the Employment Agreement shall remain in full force and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; effect and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeeare hereby ratified and confirmed.

Section 409A Compliance. Although (a) This Agreement is intended to comply with section 409A of the Company makes no guarantee with respect IRC (to the tax or other treatment of payments or benefits under extent applicable), and the parties hereto agree to interpret, apply and administer this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance , but without resulting in any decrease without Executive’s consent or increase in the amounts owed hereunder by Company (b) If any payment to Executive in connection with his termination of employment is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of section 409A of the foregoing: IRC and the final regulations issued thereunder (iand any amendment thereof or successor thereto) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Executive is a “specified employee” as defined for purposes in section 409A of the IRC and the final regulations issued thereunder (and any amendment thereof or successor thereto), no part of such payment shall be made before the day (the “New Payment Date”) that is six months plus one day after Executive’s date of termination of employment (within the meaning of Section 409A, then all 4.7 hereof) for reasons other than his death. The aggregate of any payments that otherwise would have been paid to be made to Employee hereunder due to Executive during the period between the date of such termination of Employee’s employment and the New Payment Date shall not be paid, paid to Executive (or commence to be paid, until his estate) in a lump-sum cash payment on the earlier of (1i) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated New Payment Date, or (2ii) the date of EmployeeExecutive’s death following such a separation from servicedeath. Upon the expiration of the preceding periodThereafter, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in remain outstanding as of the absence of this provision day immediately following the New Payment Date shall be paid to Employee or Employee’s beneficiary without delay over the time period originally scheduled, in one lump sum (without interest). (ii) notwithstanding any provision accordance with the terms of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although a. This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and, to the extent it would not adversely impact the Company, the Company makes no agrees to interpret, apply and administer this Agreement in a manner necessary to comply with such requirements and without resulting in any diminution in the value of payments or benefits to the Employee. Notwithstanding any other provisions of this Agreement, the Company does not guarantee that payments will be exempt or comply with Section 409A of the Code, nor will the b. Company indemnify, defend or hold harmless Employee with respect to the tax or other treatment consequences of any such failure. c. It is intended that (i) each installment of the payments or benefits provided under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements is a separate “payment” for purposes of Section 409A of the Code, (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) and (iii) all amounts set forth in Section 2 shall be limited, construed and interpreted in payable only upon a manner so as to comply therewith. In furtherance termination of the foregoing:Employee’s employment that constitutes a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h). d. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) notwithstanding any provision of this Agreement to that on the contrarydate the Employee’s employment with the Company terminates, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” (as such term is defined for purposes under Treasury Regulation 1.409A-1(i)(1)) of Section 409A, then all the Company and (ii) that any payments to be made to Employee hereunder due provided to the termination Employee pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of the Employee’s “separation from service” with the Company, or, if earlier, the date of the Employee’s death. Any payments delayed pursuant to this Section 11 shall be made in a lump sum on the first day of the seventh month following the Employee’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of the Employee’s death. e. To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Employee participates during the term of Employee’s employment shall not be paidunder this Agreement or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, or commence to be paid, until the earlier of (1i) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated amount eligible for reimbursement or (2) the date of Employee’s death following payment under such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum plan or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary arrangement in one lump sum calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (without interestexcept that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid). , and (ii) notwithstanding subject to any provision shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined an expense under Section 409A; (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will such plan or arrangement must be made no later than on or before the end last day of the calendar year following the calendar year in which the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.

Section 409A Compliance. Although To the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under extent applicable, it is intended that this Agreement and any payment made hereunder shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be limitedconstrued to require a gross-up payment in respect of any taxes, construed and interpreted interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause this Agreement or any payment hereunder to fail to satisfy Code Section 409A shall have no force or effect until amended in a the least restrictive manner so as necessary to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrarywith Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. The Board of Directors of the Bank may amend this Agreement at any payment hereunder constitutes deferred compensation subject time to the extent it deems necessary to comply with or meet an exception from Code Section 409A, in its sole and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of absolute discretion. The Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated for purposes of this Agreement unless and until Employee has had such termination constitutes a “"separation from service,” as determined under " within the meaning of Code Section 409A; (iii) each payment that is part 409A. Notwithstanding any other provision of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under if the Employee is a "specified employee" as defined in Section 21(d), will be made no later than the end 409A(a)(2)(B)(i) of the calendar year following Internal Revenue Code at the calendar year time of the expense was incurred. For purposes Employee’s separation from service, then the payment of complying with Section 409A, any such reimbursements and any in-kind benefit amount under or pursuant to this Agreement will be in connection with the Employee’s separation from service that is considered deferred compensation subject to Code Section 409A shall be deferred until six (6) months after the following: (1Employee’s separation from service or, if earlier, the Employee’s death, as required by Section 409A(a)(2)(B)(i) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount Internal Revenue Code. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a guarantee of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form the tax consequences of compensation to Employeethis Agreement.

Section 409A Compliance. Although 12.1 To the extent applicable, it is intended that 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 any additional tax, penalty or 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 intended benefit payable to Employee. Notwithstanding the foregoing, the Company makes no guarantee with respect representations regarding the tax treatment of any payments hereunder, and the Employee shall be responsible for any 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 the obtain independent legal, tax or other treatment of payments or benefits under this Agreement and shall not be responsible counsel in any event with regard to this Agreement’s compliance connection with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing:Code. (i) notwithstanding 12.2 Notwithstanding any provision provisions of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes (within the meaning of Section 409A, then all 409A of the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this Agreement during the six (6)-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 (6)-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will instead be paid or made to Employee hereunder due available on the earlier of (i) the first business day of the seventh (7th) 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 not be paid, or commence interpreted to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that mean Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment under Section 409A; (iii) each payment that is part this Agreement shall be regarded as a “separate payment” and not of a series of payments shall be a single payment for purposes of Section 409A; and409A of the Code. (iv) any taxable reimbursements under 12.3 Except as otherwise specifically provided in this Agreement, including, without limitation, those under Section 21(d), will be made no later than if any reimbursement to which the end of the calendar year following the calendar year the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit Employee is entitled under this Agreement will be would constitute deferred compensation subject to Section 409A of the followingCode, the following additional rules shall apply: (1i) payment the reimbursable expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of such reimbursements or in-kind benefits this Agreement; (ii) the amount of expenses eligible for reimbursement during one calendar any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such reimbursement or in-kind benefits provided during a subsequent calendar yearexpenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and (2iv) such the Employee’s entitlement to reimbursement benefit or rights or in-kind benefits may shall not be exchanged subject to liquidation or substituted exchange for another form of compensation to Employeebenefit.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax (1) Notwithstanding any term or other treatment of payments or benefits under this Agreement and shall not be responsible condition in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if : If Employee is a “specified employee” as defined for purposes (within the meaning of Section 409A, then all payments to be made to Employee hereunder due to 409(a)(2)(B)(i) of the Code at the time of his termination of employment with Employer and is entitled to payments under this Agreement which are on account of “involuntary separation of service” within the meaning of Treasury Regulation Section 1.409A-1(n), amounts payable to Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether notwithstanding anything in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s during the first six (6) consecutive months immediately following the month in which such termination of employment occurs shall be suspended after the total of such payments equal the lesser of the amount specified under Treasury Regulation 1.409A-1(a)(9)(iii)(A)(l) or (2). If Employee is such a “specified employee” at the time of his termination of employment with Employer and is entitled to payments under this Agreement which are not on account of such “involuntary separation of service”, amounts payable to Employee, notwithstanding anything in this Agreement to the Company Group contrary, during the first six (6) consecutive months immediately following the month in which such termination of employment occurs shall not be deemed suspended. To the extent such payments payable during such six (6) month period are suspended as provided herein, such amounts shall be paid in a single sum as of the first regular payroll date of the applicable entity of Employer, immediately following the last day of the sixth consecutive month immediately following the month in which such termination of employment occurs, along with interest on such suspended amounts at the rate of twelve percent (12%) per annum from the date such amounts would have otherwise been paid but to have been terminated unless and until Employee has had a “separation from service,” the date they are paid. Payments otherwise payable after such six (6) month period shall be made as determined under Section 409A;otherwise provided in this Agreement. (iii2) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) Notwithstanding any taxable reimbursements under inconsistent provision in this Agreement, including, without limitation, those under Section 21(d), will Employee’s expense account reports must be made submitted no later than the end of the calendar year January 31 immediately following the calendar year the expense was incurred. For purposes in which his termination of complying employment with Employer occurs and such reimbursements, if payable in accordance with Section 409A5 below, any such reimbursements and any in-kind benefit under this Agreement will must be subject to paid no later than March 15 immediately following the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect in which such termination of employment occurs. (3) To the amount extent that an election is required under Section 409(a) of such reimbursement the Code and applicable regulations to avoid penalties or in-kind benefits provided during excise taxes, Employee hereby elects payment in a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeelump sum, in accordance with the applicable law and/or regulations.

Section 409A Compliance. Although the Company makes no guarantee with respect to the tax or other treatment of payments or benefits under (a) The parties agree that this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are is intended to be exempt from or comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption from Section 409A. The Agreement shall be limited, construed administered and interpreted in a manner so as to comply therewith. In furtherance avoid a “plan failure” within the meaning of Code Section 409A. However, no guarantee or commitment is made that the foregoing: (i) notwithstanding any provision Agreement shall be administered in accordance with the requirements of this Agreement Code Section 409A, with respect to the contrary, to the extent any payment hereunder constitutes deferred compensation amounts that are subject to Section 409A, and if Employee is or that it shall be administered in a “specified employee” as defined for purposes manner that avoids the application of Code Section 409A, then all payments with respect to be made amounts that are not subject to Employee hereunder due to the Section 409A. (b) A termination of Employee’s employment shall not be paid, or commence to be paid, until the earlier of (1) the date that is immediately following the date that six (6) months after the date that Employee’s employment is terminated or (2) the date of Employee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this provision shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has had such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as determined involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section 17(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 you in a lump sum, and any remaining payments and benefits due under Section 409A;this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iiic) each payment With regard to any provision herein that is part provides for reimbursement of a series costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be a single payment for purposes made on or before the last day of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will be made no later than the end of the calendar year following the calendar year in which the expense was incurred. For purposes of complying with Section 409A, any such reimbursements and any in-kind benefit occurred. (d) Each payment made under this Agreement will shall be subject treated as a “separate payment” within the meaning of Section 409A. Please indicate your acceptance of and agreement to the followingterms of this Change of Control Agreement by signing and dating below, where indicated, and returning a signed copy to us. Sincerely, XXXX FOOD COMPANY, INC. [Title] [Title] Agreed and Accepted: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employee.Date:

Section 409A Compliance. Although To the Company makes no guarantee extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the tax U.S. Department of the Treasury or other treatment the Internal Revenue Service (“Section 409A”). Any provision of payments the Plan or benefits under this Agreement and that would cause this Award to fail to satisfy Section 409A shall not be responsible in any event with regard have no force or effect until amended to this Agreement’s compliance comply with Section 409A, payments under this Agreement are intended which amendment may be retroactive to be exempt from or comply with the applicable requirements of extent permitted by Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. In furtherance of the foregoing: (i) notwithstanding 409A. Notwithstanding any provision of this Agreement the Plan to the contrary, to if the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee Grantee is a “specified employee” (as defined for purposes in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 409A1.409A-1(h) of the Treasury Department Regulations), and a payment to the Grantee under this Agreement is subject to Section 409A and is being made to the Grantee on account of the Grantee’s separation from service, then all payments to be made to Employee hereunder due to the termination extent not paid on or before March 15 of Employee’s employment the calendar year following the calendar year in which the separation from service occurred, such payment shall not be paid, or commence to be paid, delayed until the earlier of (1) the date that which is immediately following the date that six (6) months after the date that Employeeof the Grantee’s employment is terminated separation from service or (2) the date of Employeedeath of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s death following such a separation from service. Upon the expiration of the preceding period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) in the absence of but which were delayed pursuant to this provision Section 12(g), shall be paid to Employee without interest on, or Employeeas soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s beneficiary in one lump sum (without interest). (ii) notwithstanding any provision of this Agreement to the contrary, Employee’s employment with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A; service (iii) each payment that is part of a series of payments shall be a single payment for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreementor, includingif earlier, without limitation, those under Section 21(d), will be made no later than the end date of the calendar year Grantee’s death). Any payments that were originally scheduled to be paid following the calendar year six (6) months after the expense was incurred. For purposes of complying Grantee’s separation from service shall continue to be paid in accordance with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements or in-kind benefits during one calendar year will not affect the amount of such reimbursement or in-kind benefits provided during a subsequent calendar year; and (2) such reimbursement benefit or rights or in-kind benefits may not be exchanged or substituted for another form of compensation to Employeetheir predetermined schedule.

Section 409A Compliance. Although (i) The parties agree that this Agreement shall be interpreted to comply with Code Section 409A of the Company makes no guarantee with respect Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder to the tax or other treatment extent applicable (collectively “Code Section 409A”) and all provisions of payments or benefits under this Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A, payments under this Agreement are intended to be exempt from or comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or any damages for failing to comply therewith. In furtherance with Code Section 409A or the provisions of this Section 23. (ii) Notwithstanding any provision to the contrary in this Agreement, a termination of the foregoing: (i) notwithstanding any provision of this Agreement to the contrary, to the extent any payment hereunder constitutes deferred compensation subject to Section 409A, and if Employee is a “specified employee” as defined for purposes of Section 409A, then all payments to be made to Employee hereunder due to the termination of Employee’s employment shall not be paiddeemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” will mean separation from service. If the Employee is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or commence if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be paid, until made or provided prior to the earlier of (1i) the date that is immediately following expiration of the six-month period measured from the date that six (6) months after of the date that Employee’s employment is terminated Employees separation from service or (2ii) the date of the Employee’s death death. On the first day of the seventh month following such a the date of the Employee’s separation from service. Upon service or, if earlier, on the expiration date of the preceding periodEmployee’s death, any all payments that delayed pursuant to this Section (whether they would have otherwise been made during that period (whether payable in a single sum or in installments) installments in the absence of this provision shall such delay) will be paid or reimbursed to the Employee or Employee’s beneficiary in one a lump sum (without interest). (ii) notwithstanding sum, and any provision of remaining payments and benefits due under this Agreement to the contrary, Employee’s employment will be paid or provided in accordance with the Company Group shall not be deemed to have been terminated unless and until Employee has had a “separation from service,” as determined under Section 409A;normal payment dates specified for them herein. (iii) each payment that is part Any reimbursement of a series of payments shall be a single payment costs and expenses provided for purposes of Section 409A; and (iv) any taxable reimbursements under this Agreement, including, without limitation, those under Section 21(d), will Agreement shall be made no later than the end December 31 of the calendar year next following the calendar year in which the expense was expenses to be reimbursed are incurred. For purposes . (iv) With regard to any provision herein that provides for reimbursement of complying with Section 409A, any such reimbursements and any in-kind benefit under this Agreement will be subject to the following: (1) payment of such reimbursements expenses or in-kind benefits during one calendar year will not affect benefits, except as permitted by Code Section 409A, (i) the amount of such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during a subsequent calendar year; and (2) such reimbursement benefit or rights any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits may to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be exchanged violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. (v) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A. (vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (vii) To the extent that this Agreement provides for the Employee’s indemnification by the Company and/or the payment or substituted for another form advancement of compensation costs and expenses associated with indemnification, any such amounts shall be paid or advanced to Employee.the Employee only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]