Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind The payments and benefits provided and expenses eligible for reimbursement under in Section II of this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreementconstitute an involuntary separation plan pursuant to Treas. All reimbursements shall be paid as soon as administratively practicableReg. § 1.409A-1(n), but in no event shall any reimbursement be paid after the last day and thus is not “non-qualified deferred compensation” subject to Section 409A of the taxable year following the taxable year in which the expense was incurredCode. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) II are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), however, the following interpretations apply to Section 5: (i) apply: Any termination of the Executive’s your employment triggering payment of benefits under Section 5(b), (c) or (d) II must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A(a)(2) (A)(i) of the Code and Treas. Reg. §Treasury Regulation § 1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hTreasury Regulation § 1.409A-1 (h) (as the result of further services that are reasonably anticipated to be provided by the Executive you to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s your employment terminates), any benefits payable under Section 5(b), (c) or (d) II that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §Treasury Regulation § 1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is . Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his a separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) II that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the date of the Executive’s your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the Executive’s your death, the Company shall pay the Executive you (or your estate) in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive you prior to that date under Section 5(b), (c) or (d) II of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in salary continuation pay paid pursuant to Section 5(b), (c3(c) or (d) are deemed paid from the date of Executive’s termination of employment through March 15 of the calendar year following such termination, such severance benefits are intended to constitute nonseparate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-qualified deferred compensation term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) are paid following said March 15, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, and (c) are in excess of the amounts specified in clauses (a) and (b) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the following interpretations apply to requirement of Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A(a)(2)(B)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such that payments or benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until six (6) months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. service (iior death, if earlier) If the if Executive is a “specified employee” (as that term is used in Section 409A within the meaning of the aforesaid section of the Code and regulations and other guidance issued thereunderat the time of such separation from service. In the event that a six (6) month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date his following the conclusion of the delay period, Executive shall receive a lump sum payment or benefit in an amount equal to the separation from service becomes effectivepayments and benefits that were so delayed, and any remaining separation payments or benefits payable shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions). If the continued benefits under Section 5(b), (c3(c) or (d) that constitute non-qualified deferred compensation under Section 409A (or reimbursements for the cost of the Code shall be delayed until the earlier of (Asuch benefits, as applicable) the business day following the six-month anniversary of the date his separation from service becomes effectiveare taxable to Executive or otherwise result in income imputed to Executive, and (B) the date of the Executive’s deaththen if Executive is a “specified employee”, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes violation of Section 409A of the Code. (iv) Neither the Company nor the , Executive shall have pay for such benefits for the right to accelerate or defer the delivery of any first six months following Executive’s separation from service and shall be reimbursed for such payments on the first day of the seventh month following such separation from service (or benefits except death, if earlier). The term "termination of employment” as it appears in Section 3 shall be interpreted consistent with the term "separation from service" within the meaning of section Treasury Regulation §1.409A-1(h) to the extent specifically permitted strictly necessary to either qualify the arrangement as an involuntary separation arrangement that is exempt from section 409A of the Code, or required by Section establish a time of payment that complies with section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If In the Executive is deemed a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his the Executive’s separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his the Executive’s separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his the Executive’s separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 7(b)(ii) Neither of this Agreement shall be divided into two portions. That number of installments commencing on the Company nor first payment date set forth in Section 7 of this Agreement that are in the Executive shall have aggregate less than two times the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the CodeCode for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance payments payable to Executive under this Agreement shall be provided by the Company made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or incurred by the Executive during the time periods set forth in this AgreementTreasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). All reimbursements shall be paid as soon as administratively practicableHowever, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the such payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute treated as “non-qualified deferred compensation benefits compensation” subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code Code, and if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be delayed until after provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation Separation from service” occurs. Service or (ii) If the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive (or Executive’s estate). The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (as that term is used including without limitation Treasury Regulation Section 1. 409A-1(i) and any successor provision thereto). Notwithstanding anything in this Agreement to the contrary, to the extent the Company determines necessary to comply with the requirements of Section 409A of the Code with respect to any payment under this Agreement, no “Change in Control” shall be deemed to occur unless and until the event also satisfies the requirements of a “change in control event” within the meaning of Section 409A of the Code and regulations and other guidance issued thereunder) on applicable regulations. With respect to any of Executive’s awards of, or relating to, equity of the date his separation from service becomes effective, any benefits payable under Section 5(bCompany that are outstanding as of the Effective Date or are granted to Executive in the future (“Awards”), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code such Awards shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive administered in a lump sum manner that is either compliant with or exempt from the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes requirements of Section 409A of the Code. (iv) Neither , and the Company nor the Executive shall have the right Change in Control definition applicable to accelerate or defer the delivery of any such payments or benefits except Awards shall, to the extent specifically permitted or required by necessary to comply with Section 409A of the Code, be limited to an event that satisfies the requirements of a “change in control event” within the meaning of Section 409A of the Code and applicable regulations.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent applicable, it is intended that any the Plan and this Agreement comply with the requirements of Section 409A of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), ) and any related regulations or other guidance promulgated with respect to such Section by the following interpretations apply to Section 5: (i) Any termination U.S. Department of the Executive’s employment triggering payment of benefits under Treasury or the Internal Revenue Service (“Section 5(b409A”), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) . Any provision of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent that the termination permitted by Section 409A. Notwithstanding any provision of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive Plan to the Company or any of its parentscontrary, subsidiaries or affiliates at if the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Grantee is a “specified employee” (as that term is used defined in Section 409A 1.409A-1(i) of the Code Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and regulations including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and other guidance issued thereunderpayments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) on months after the date his Grantee’s separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of the date which is six (A6) months after the business date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six-six (6) month anniversary of the date his Grantee’s separation from service becomes effective(or, and (B) if earlier, the date of the ExecutiveGrantee’s death, but only ). Any payments that were originally scheduled to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day be paid following the six-month anniversary of six (6) months after the date his Grantee’s separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive continue to be paid in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreementaccordance with their predetermined schedule. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “"Code”"), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s 's employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “"separation from service” " under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s 's employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s 's employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s 's part, but shall only act as a delay until such time as a “"separation from service” " occurs. (ii) If . Further, if the Executive is a “"specified employee” " (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the date of the Executive’s 's death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the Executive’s 's death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “"payment” " for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under The Parties intend that all provisions of this Agreement shall and the payments made pursuant thereto will comply with, or be provided by exempt from, the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day application of Section 409A of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 as amended and the regulations and other guidance thereunder and any state law of similar effect (the collectively “CodeSection 409A”), and all provisions of this Agreement will be construed, to the following interpretations apply maximum extent possible, in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Section 5: (i) Any 4 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Executive’s termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute unless and until Executive has also incurred a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as such term is defined in Treasury Regulation Section 1.409A-1(h)), unless the result of further services Company reasonably determines that are reasonably anticipated to such amounts may be provided by the to Executive without causing Executive to incur the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under additional 20% tax pursuant to Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended 409A. The parties intend that each installment of the any series of payments and benefits provided under Section 5(b), (c) and (d) of for in this Agreement shall be treated as is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company determines that the Separation Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any successor entity thereto, as such payments or benefits except term is defined in Section 409A, then, solely to the extent specifically permitted or required by Section 409A necessary to avoid the incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Separation Benefits payments will be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a lump sum amount equal to the sum of the Separation Benefits payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Separation Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Separation Benefits in accordance with the applicable payment schedules set forth in this Agreement.

Section 409A Compliance. (a) All in-kind The payments and benefits provided and expenses eligible for reimbursement under in Section II of this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreementconstitute an involuntary separation plan pursuant to Treas. All reimbursements shall be paid as soon as administratively practicableReg. §1.409A-1(n), but in no event shall any reimbursement be paid after the last day and thus is not “non-qualified deferred compensation” subject to Section 409A of the taxable year following the taxable year in which the expense was incurredCode. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) II are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), however, the following interpretations apply to Section 5: (i) apply: Any termination of the Executive’s your employment triggering payment of benefits under Section 5(b), (c) or (d) II must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive you to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s your employment terminates), any benefits payable under Section 5(b), (c) or (d) II that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is . Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his a separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) II that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the date of the Executive’s your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the Executive’s your death, the Company shall pay the Executive you (or your estate) in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive you prior to that date under Section 5(b), (c) or (d) II of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance payments payable to Executive under this Agreement shall be provided by the Company made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or incurred by the Executive during the time periods set forth in this AgreementTreasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). All reimbursements shall be paid as soon as administratively practicableHowever, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the such payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute treated as “non-qualified deferred compensation benefits compensation” subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code Code, and if Executive is deemed at the time of his Separation from Service to be A “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be delayed until after provided to the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation Separation from service” occurs. Service or (ii) If the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive (or Executive’s estate). The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (as that term is used including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). Notwithstanding anything in this Agreement to the contrary, to the extent the Company determines necessary to comply with the requirements of Section 409A of the Code with respect to any payment under this Agreement, no “Change of Control” shall be deemed to occur unless and until the event also satisfies the requirements of a “change in control event” within the meaning of Section 409A of the Code and regulations and other guidance issued thereunder) on applicable regulations. With respect to any of Executive’s awards of, or relating to, equity of the date his separation from service becomes effective, any benefits payable under Section 5(bCompany that are outstanding as of the Effective Date or are granted to Executive in the future (“Awards”), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code such Awards shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive administered in a lump sum manner that is either compliant with or exempt from the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes requirements of Section 409A of the Code. (iv) Neither , and the Company nor the Executive shall have the right Change of Control definition applicable to accelerate or defer the delivery of any such payments or benefits except Awards shall, to the extent specifically permitted or required by necessary to comply with Section 409A of the Code, be limited to an event that satisfies the requirements of a “change in control event” within the meaning of Section 409A of the Code and applicable regulations.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent applicable, it is intended that any the Plan and this Agreement comply with the requirements of Section 409A of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), ) and any related regulations or other guidance promulgated with respect to such Section by the following interpretations apply to Section 5: (i) Any termination U.S. Department of the Executive’s employment triggering payment of benefits under Treasury or the Internal Revenue Service (“Section 5(b409A”), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) . Any provision of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent that the termination permitted by Section 409A. Notwithstanding any provision of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive Plan to the Company or any of its parentscontrary, subsidiaries or affiliates at if the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Grantee is a “specified employee” (as that term is used defined in Section 409A 1.409A-1(i) of the Code Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and regulations including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and other guidance issued thereunderpayments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) on months after the date his Grantee’s separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of the date which is six (A6) months after the business date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 12(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six-six (6) month anniversary of the date his Grantee’s separation from service becomes effective(or, and (B) if earlier, the date of the ExecutiveGrantee’s death, but only ). Any payments that were originally scheduled to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day be paid following the six-month anniversary of six (6) months after the date his Grantee’s separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive continue to be paid in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreementaccordance with their predetermined schedule. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (Bii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (Bii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his her separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his her separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his her separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) . To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the CodeCode for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bi) To the extent that any of the payments or benefits provided for in Section 5(b)8, (c) 9.B or (d) 9.C are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 58, 9.B or 9.C: (ia) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b)8, (c) 9.B or (d) 9.C must constitute a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) for interpreting a separation from service before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates)service, any benefits payable under Section 5(b)8, (c) 9.B or (d) 9.C that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” service occurs. (iib) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b)8, 9.B or 9.C (c) or (dif any) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A1) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B2) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A1) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B2) the Executive’s death, the Company Employer shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid the Executive prior to that date under Section 5(b)8, (c) 9.B or (d) 9.C of this Agreement. (iiiii) It is intended that each installment of the payments and benefits provided under Section 5(b)8, (c) and (d) of this Agreement shall 9.B or 9.C be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 8, 9.B or 9.C of this Agreement shall be divided into two portions. The first portion will equal that number of installments commencing on the first payment date set forth in Section 8, 9.B or 9.C that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the termination of the Executive’s employment occurs (provided the termination of the Executive’s employment is also a separation from service) is payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan. The second portion will equal the remainder of the installments and shall be paid in accordance with Sections 15.K.i above. (iviii) Neither the Company Employer nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (iv) It is the intention of both the Employer and the Executive that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Employer believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive and on the Employer) to the extent allowed by applicable law. In no event whatsoever shall the Employer be liable for additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bi) To the extent that any of the payments or benefits provided for in Section 5(b), (c) 8 or (d) 9.B. are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx Sexxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Xnternal Revenue Code (the “Code”), the following interpretations apply to Section 58 or 9.B.: (ia) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) 8 or (d) 9.B must constitute a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) for interpreting a separation from service before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates)service, any benefits payable under Section 5(b), (c) 8 or (d) 9.B. that constitute deferred compensation under subject to the requirements of Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, part but shall only act as a delay until such time as a “separation from service” service occurs. (iib) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his Executive’s separation from service becomes effective, any benefits payable under Section 5(b), 8 or 9.B. (c) or (dif any) that constitute non-qualified deferred compensation under subject to the requirements of Section 409A of the Code shall be delayed until the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the Executive’s death, the Company Employer shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid the Executive prior to that date under Section 5(b), (c) 8 or (d) 9.B. of this Agreement. (iiiii) It is intended that each installment of the payments and benefits provided under Section 5(b)8, (c) and (d) of this Agreement shall 9.B. or 9.C. be treated as a separate “payment” for purposes of Section 409A of the Code. (iviii) Neither the Company Employer nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (iv) It is the intention of both Employer and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement either be exempt from (to the maximum extent possible) or comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (to the extent that the requirements of Section 409A are applicable thereto) and the provisions of this Agreement shall be construed in a manner consistent with that intention. If Executive or Employer believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on Executive and on Employer) to the extent allowed by applicable law. To the extent that any payment provided to Executive pursuant to this Agreement is subject to adverse tax consequences under Section 409A (solely as a result of Employer’s action or inaction with respect to such payment), Employer will make such additional payments to Executive (the “409A Gross Up Payments”) as are necessary to provide Executive with sufficient funds to pay the additional taxes, interest and penalties imposed by Section 409A (collectively, the “409A Tax”), as well as any additional taxes, including but not limited to additional 409A Tax, attributable to or resulting from the payment of the 409A Gross Up Payments, with the end result that Executive will be in the same position with respect to Executive’s tax liability as Executive would have been in if no 409A Tax had ever been imposed. Employer will make any payments required by this paragraph no later than the last day of Executive’s taxable year next following Executive’s taxable year in which the 409A Tax is remitted to the taxing authority. In no other event whatsoever will Employer be liable for additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent applicable, it is intended that any the Plan and this Agreement comply with the requirements of Section 409A of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), ) and any related regulations or other guidance promulgated with respect to such Section by the following interpretations apply to Section 5: (i) Any termination U.S. Department of the Executive’s employment triggering payment of benefits under Treasury or the Internal Revenue Service (“Section 5(b409A”), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) . Any provision of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent that the termination permitted by Section 409A. Notwithstanding any provision of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive Plan to the Company or any of its parentscontrary, subsidiaries or affiliates at if the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Grantee is a “specified employee” (as that term is used defined in Section 409A 1.409A-1(i) of the Code Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and regulations including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and other guidance issued thereunderpayments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) on months after the date his Grantee’s separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of the date which is six (A6) months after the business date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 14(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six-six (6) month anniversary of the date his Grantee’s separation from service becomes effective(or, and (B) if earlier, the date of the ExecutiveGrantee’s death, but only ). Any payments that were originally scheduled to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day be paid following the six-month anniversary of six (6) months after the date his Grantee’s separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive continue to be paid in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreementaccordance with their predetermined schedule. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance.  (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind inkind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit..  (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5::  (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs..  (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement..  (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above. 

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, ; and (Bii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his her separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his her separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his her separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above. 79830963v.5

Section 409A Compliance. Notwithstanding anything to the contrary herein, the following provisions apply to the extent any benefits (a“Benefits”) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day herein are subject to Section 409A of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, or any comparable state or local tax law (collectively, “Section 409A”): (A) the “Code”)Benefits are intended to qualify for an exemption from application of Section 409A or comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, the following interpretations apply to Section 5: and any ambiguities herein shall be interpreted accordingly; (iB) Any Benefits contingent on a termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute shall not commence until you have had a “separation from service” under Section 409A(a)(2)(A)(i) within the meaning of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as (a “separation Separation from service” occurs. Service”); (iiC) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a Benefit is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i); and (D) each Benefit is intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) to the maximum extent available. However, if such September 23, 2015 Xxxx Xxxxx, M.D. exemptions are not available and you are, upon your Separation from Service, a “specified employee” for purposes of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except Section 409A, then, solely to the extent specifically permitted or required by necessary to avoid adverse personal tax consequences to you under Section 409A 409A, the timing of the CodeBenefit payments otherwise payable pursuant to this Agreement prior to the earlier of (x) six (6) months and one day after your Separation from Service, or (y) your death (the “Specified Employee Deferral Date”) shall be delayed until the Specified Employee Deferral Date, and any payments otherwise scheduled to be made after the Specified Employee Deferral Date shall be paid as originally scheduled.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the CodeCode for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bi) To the extent that any of the payments or benefits provided for in Section 5(b), (c) 8 or (d9(B) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5:8 or 9(B): (ia) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) 8 or (d9(B) must constitute a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) for interpreting a separation from service before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates)service, any benefits payable under Section 5(b), (c) 8 or (d9(B) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, part but shall only act as a delay until such time as a “separation from service” service occurs. (iib) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his Executive’s separation from service becomes effective, any benefits payable under Section 5(b), 8 or 9(B) (c) or (dif any) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the Executive’s death, the Company Employer shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid the Executive prior to that date under Section 5(b), (c) 8 or (d9(B) of this Agreement. (iiiii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c8 or 9(B) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 8 or 9(B) of this Agreement shall be divided into two portions. The first portion will equal that number of installments commencing on the first payment date set forth in Section 8 or 9(B) that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the termination of Executive’s employment occurs (provided the termination of Executive’s employment is also a separation from service) is payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan. The second portion will equal the remainder of the installments and shall be paid in accordance with Sections 15.K.i above. (iviii) Neither the Company Employer nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (iv) It is the intention of both Employer and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If Executive or Employer believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on Executive and on Employer) to the extent allowed by applicable law. To the extent that any payment provided to Executive pursuant to this Agreement is subject to adverse tax consequences under Section 409A (solely as a result of Employer’s action or inaction with respect to such payment), Employer will make such additional payments to Executive (the “409A Gross Up Payments”) as are necessary to provide Executive with sufficient funds to pay the additional taxes, interest and penalties imposed by Section 409A (collectively, the “409A Tax”), as well as any additional taxes, including but not limited to additional 409A Tax, attributable to or resulting from the payment of the 409A Gross Up Payments, with the end result that Executive will be in the same position with respect to Executive’s tax liability as Executive would have been in if no 409A Tax had ever been imposed. Employer will make any payments required by this paragraph no later than the last day of Executive’s taxable year next following Executive’s taxable year in which the 409A Tax is remitted to the taxing authority. In no other event whatsoever will Employer be liable for additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. (a) All in-kind The payments and benefits provided and expenses eligible for reimbursement under in Section II of this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreementconstitute an involuntary separation plan pursuant to Treas. All reimbursements shall be paid as soon as administratively practicableReg. § 1.409A-1(n), but in no event shall any reimbursement be paid after the last day and thus is not “non-qualified deferred compensation” subject to Section 409A of the taxable year following the taxable year in which the expense was incurredCode. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) II are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), however, the following interpretations apply to Section 5: (i) apply: Any termination of the Executive’s your employment triggering payment of benefits under Section 5(b), (c) or (d) II must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A(a)(2) (A)(i) of the Code and Treas. Reg. §Treasury Regulation § 1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hTreasury Regulation § 1.409A-l (h) (as the result of further services that are reasonably anticipated to be provided by the Executive you to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s your employment terminates), any benefits payable under Section 5(b), (c) or (d) II that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §Treasury Regulation § 1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is . Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his a separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) II that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the date of the Executive’s your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the Executive’s your death, the Company shall pay the Executive you (or your estate) in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive you prior to that date under Section 5(b), (c) or (d) II of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to 502244059v.4 the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the CodeCode for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) : Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (Bii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (Bii) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.Code for the year in which the Termination Date occurs (provided the termination of the

Section 409A Compliance. The payments under this Agreement are intended to comply with or be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409A”) to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as “short-term deferrals” pursuant to Treasury regulation §1.409A-1(b)(4) and this Agreement shall be interpreted and construed in a manner that avoids the imposition of excise taxes and other penalties under Section 409A (“409A Penalties”). All in-kind benefits provided and expenses eligible for reimbursement references in this Agreement to Executive’s termination of employment shall mean a separation from service within the meaning of Section 409A of the Code. Each payment under this Agreement shall be provided by designated as a separate payment within the Company or incurred by the Executive during the time periods set forth in meaning of Section 409A. Any payment under this Agreement. All reimbursements shall Agreement which is conditioned upon Executive’s execution of a Release which is to be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred during a designated period that begins in one taxable year and ends in a second taxable year shall not affect be paid in the in-kind benefits to be provided or the expenses eligible for reimbursement in any other second taxable year. Such right to reimbursement or in-kind benefits Notwithstanding any other provision in this Agreement, if on the date of Executive’s separation from service (as defined in Section 409A) (a) the Company is not subject to liquidation or exchange for another benefit. a publicly traded corporation and (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee,” (as that term is used defined in Section 409A of 409A, then to the Code and regulations and other guidance issued thereunder) on the date his extent any amount payable under this Agreement upon Executive’s separation from service becomes effectiveconstitutes the payment of nonqualified deferred compensation, any benefits within the meaning of Section 409A, that under the terms of this Agreement would be payable under Section 5(b)prior to the six (6) month anniversary of Executive’s separation from service, (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code such payment shall be delayed until the earlier to occur of (Ai) the business first day following the six-month anniversary of the date his seventh month following Executive’s separation from service becomes effective, and or (Bii) the date of the Executive’s death. In the event that the terms of this Agreement provide deferred compensation within the meaning of Section 409A and do not comply with such section and regulations promulgated thereunder, but only the parties will cooperate diligently to amend the terms of this Agreement to avoid 409A Penalties, to the extent necessary to avoid such penalties possible. Notwithstanding the foregoing, under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, no circumstances will the Company shall pay the be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior due to that date under any failure to comply with Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.409A.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as as 502470188v.1 administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above. 502470188v.1

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company Employer or incurred by the Executive Employee during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the ExecutiveEmployee’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the ExecutiveEmployee’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive Employee to the Company Employer or any of its parents, subsidiaries or affiliates at the time the ExecutiveEmployee’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the ExecutiveEmployee’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Employee is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the ExecutiveEmployee’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the ExecutiveEmployee’s death, the Company Employer shall pay the Executive Employee in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid the Executive Employee prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company Employer nor the Executive Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) . To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d4(b) are deemed to constitute non-non- qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Section 409A of the United States Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) 4: Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d4(b) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 4 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 4 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (Bii) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.and

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bi) To the extent that any of the payments or benefits provided for in Section 5(b), (c) 8 or (d9(B) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code”), the following interpretations apply to Section 5:8 or 9(B): (ia) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) 8 or (d9(B) must constitute a “separation from service” under within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) for interpreting a separation from service before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates)service, any benefits payable under Section 5(b), (c) 8 or (d9(B) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, part but shall only act as a delay until such time as a “separation from service” service occurs. (iib) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his Executive’s separation from service becomes effective, any benefits payable under Section 5(b), 8 or 9(B) (c) or (dif any) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A1) the business day following the six-month anniversary of the date his Executive’s separation from service becomes effective, and (B2) the Executive’s death, the Company Employer shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid the Executive prior to that date under Section 5(b), (c) 8 or (d9(B) of this Agreement. (iiiii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c8 or 9(B) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 8 or 9(B) of this Agreement shall be divided into two portions. The first portion will equal that number of installments commencing on the first payment date set forth in Section 8 or 9(B) that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the termination of Executive’s employment occurs (provided the termination of Executive’s employment is also a separation from service) is payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan. The second portion will equal the remainder of the installments and shall be paid in accordance with Sections 15.K.i above. (iviii) Neither the Company Employer nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (iv) It is the intention of both Employer and Executive that the benefits and rights to which Executive could be entitled pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If Executive or Employer believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on Executive and on Employer) to the extent allowed by applicable law. To the extent that any payment provided to Executive pursuant to this Agreement is subject to adverse tax consequences under Section 409A (solely as a result of Employer’s action or inaction with respect to such payment), Employer will make such additional payments to Executive (the “409A Gross Up Payments”) as are necessary to provide Executive with sufficient funds to pay the additional taxes, interest, and penalties imposed by Section 409A (collectively, the “409A Tax”), as well as any additional taxes, including but not limited to additional 409A Tax, attributable to or resulting from the payment of the 409A Gross Up Payments, with the end result that Executive will be in the same position with respect to Executive’s tax liability as Executive would have been in if no 409A Tax had ever been imposed. Employer will make any payments required by this paragraph no later than the last day of Executive’s taxable year next following Executive’s taxable year in which the 409A Tax is remitted to the taxing authority. In no other event whatsoever will Employer be liable for additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits severance benefit provided for in Section 5(b), (c6.2 constitutes an “involuntary separation pay plan” with respect to termination without Cause or resignation with Good Reason pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or (d) are deemed to constitute non-qualified and thus not “nonqualified deferred compensation benefits compensation” subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Section 409A of the U.S. Tax Code (the “Code”). If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, resignation for Good Reason, or any other termination of employment, then the following interpretations apply to Section 5: this Agreement: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) the severance benefit must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s his employment terminatesterminates hereunder), any benefits payable under Section 5(b), (c) or (d) payment hereunder that constitute constitutes non-qualified deferred compensation under subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) section shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. ; (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s his death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s his death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive him prior to that date under Section 5(b), (c) or (d) of pursuant to this Agreement. ; (iii) It is intended that the severance benefit and each separate payment and installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. ; and (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Section 409A of the United States Internal Revenue Code (the “‘‘Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A-l (h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-1 (h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l (h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and or (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind The payments and benefits provided and expenses eligible for reimbursement under in Section II of this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreementconstitute an involuntary separation plan pursuant to Treas. All reimbursements shall be paid as soon as administratively practicableReg. § 1.409A-1(n), but in no event shall any reimbursement be paid after the last day and thus is not “non-qualified deferred compensation” subject to Section 409A of the taxable year following the taxable year in which the expense was incurredCode. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) II are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), however, the following interpretations apply to Section 5: (i) apply: Any termination of the Executive’s your employment triggering payment of benefits under Section 5(b), (c) or (d) II must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A(a)(2) (A)(i) of the Code and Treas. Reg. §1.409A-1(hTreasury Regulation § l.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s your employment does docs not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hTreasury Regulation § 1.409A-1 (h) (as the result of further services that are reasonably anticipated to be provided by the Executive you to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s your employment terminates), any benefits payable under Section 5(b), (c) or (d) II that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §Treasury Regulation § 1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is . Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his a separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) II that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the date of the Executive’s your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (Ai) the business day following the six-month anniversary of the date his your separation from service becomes effective, and (Bii) the Executive’s your death, the Company shall pay the Executive you (or your estate) in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive you prior to that date under Section 5(b), (c) or (d) II of this Agreement. (iii) . It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) . Neither the Company nor the Executive you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (Section 409A of the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above. 502470188v.1

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 5 are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Section 409A of the Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h§ 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c5(b)(iii) or (d5(c)(iii) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) 5 of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv. In particular, the installment severance payments set forth in Section 7(b)(ii) Neither of this Agreement shall be divided into two portions. That number of installments commencing on the Company nor first payment date set forth in Section 7 of this Agreement that are in the Executive shall have aggregate less than two times the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the CodeCode for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in salary continuation pay paid pursuant to Section 5(b), (c3(c) or (d) are deemed paid from the date of Executive’s termination of employment through March 15 of the calendar year following such termination, such severance benefits are intended to constitute nonseparate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-qualified deferred compensation term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) are paid following said March 15, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, and (c) are in excess of the amounts specified in clauses (a) and (b) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the following interpretations apply to requirement of Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i409A(a)(2)(B)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such that payments or benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until six (6) months after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. service (iior death, if earlier) If the if Executive is a “specified employee” (as that term is used in Section 409A within the meaning of the aforesaid section of the Code and regulations and other guidance issued thereunderat the time of such separation from service. In the event that a six (6) month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date his following the conclusion of the delay period, Executive shall receive a lump sum payment or benefit in an amount equal to the separation from service becomes effectivepayments and benefits that were so delayed, and any remaining separation payments or benefits payable shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions). If the continued benefits under Section 5(b), (c3(c) or (d) that constitute non-qualified deferred compensation under Section 409A (or reimbursements for the cost of the Code shall be delayed until the earlier of (Asuch benefits, as applicable) the business day following the six-month anniversary of the date his separation from service becomes effectiveare taxable to Executive or otherwise result in income imputed to Executive, and (B) the date of the Executive’s death, but only then if Executive is a “specified employee,” to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes violation of Section 409A of the Code. (iv) Neither the Company nor the , Executive shall have pay for such benefits for the right to accelerate or defer the delivery of any first six months following Executive’s separation from service and shall be reimbursed for such payments or benefits except to on the extent specifically permitted or required by Section 409A first day of the Codeseventh month following such separation from service (or death, if earlier).

Section 409A Compliance. (a) All in-kind Notwithstanding anything to the contrary set forth herein, any payments and benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by (the Company or incurred by “Severance Benefits”) that constitute “deferred compensation” within the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day meaning of Section 409A of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), ) and the following interpretations apply to regulations and other guidance thereunder and any state law of similar effect (collectively “Section 5: (i409A”) Any shall not commence in connection with Executive’s termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute unless and until Executive has also incurred a “separation from service” under (as such term is defined in Treasury Regulation Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as “Separation From Service”), unless the result of further services Company reasonably determines that are reasonably anticipated to such amounts may be provided by the to Executive without causing Executive to incur the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable additional 20% tax under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) 409A. It is intended that each installment of the Severance Benefits payments and benefits provided under Section 5(b), (c) and (d) of for in this Agreement shall be treated as is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(h)(4), 1.409A- 1 (b)(5) and 1.409A- 1(b)(9). If Executive is a "specified employee" within the meaning of 409A(a)(2)(B)(i) of the Code. (iv) Neither the Company nor the Executive , any Severance Benefit payments that are triggered by a separation from service shall have the right to accelerate or defer the delivery of any such payments or benefits except be accelerated to the minimum extent specifically permitted necessary so that (a) the lesser of (y) the total cash severance payment amount, or required by Section 409A (z) six (6) months of such installment payments are paid no later than March 15 of the Codecalendar year following such termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Executive will either be payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until at least 6 months after separation from service."