Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. The severance benefits provided for in Section 5.2 are intended to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: (i) Any termination of Executive’s employment triggering payment of 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 Executive’s employment does not constitute a separation from 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 Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. The To the extent the salary continuation pay paid pursuant to Section 3(c) or (d) are paid from the date of Executive’s termination of employment through March 15 of the calendar year following such termination, such severance benefits provided for in Section 5.2 are intended to constitute an “involuntary separation pay plan” with respect to termination without Cause separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a the “short-term deferral under Treas. Reg. §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 thus not “nonqualified deferred compensation” 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 the distribution requirements of Section 409A 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination ”), including, without Causelimitation, then the following interpretations apply to this Agreement: (i) Any termination requirement of Executive’s employment triggering payment of the severance benefit 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(hthat payments or benefits be delayed until six (6) before distribution of such benefits can commence. To the extent that the termination of months after Executive’s employment does not constitute a separation from service under Section 409A(a)(2)(A)(i(or death, if earlier) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 hereunder that constitute non-qualified deferred compensation 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 409A 3(c) or (d) (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 his 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes violation of Section 409A of the Code. Neither the Company nor , 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 or required by Section strictly necessary to either qualify the arrangement as an involuntary separation arrangement that is exempt from section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year , or establish a time of payment that complies with section 409A of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearCode.

Section 409A Compliance. The severance payments and benefits provided for in Section 5.2 are intended to II of this Agreement constitute an “involuntary separation pay plan” with respect to termination without Cause plan pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) § 1.409A-1(n), and thus is not “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is To the extent that any of the payments or benefits provided for in Section II are deemed to provide constitute non-qualified deferred compensation benefits that constitute “nonqualified deferred compensation” with respect subject to a termination without CauseSection 409A of the Code, then however, the following interpretations apply to this Agreementapply: (i) Any termination of Executive’s your employment triggering payment of the severance benefit benefits under Section 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 Executive’s your employment does not constitute a separation from 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 Executive you to the Company or any of its parents, subsidiaries or affiliates at the time his your employment terminates hereunderterminates), any payment hereunder benefits payable under Section II that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section shall not cause any forfeiture of benefits on Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 hereunder under Section 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 his 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) his your death, the Company shall pay 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 him you prior to that date pursuant to under Section II of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 5(b) 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 7(b)(ii) of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(ii) above.

Section 409A Compliance. The Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance benefits provided for payments payable to Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 5.2 are intended 1.409A-1(b)(9)(iii) (relating to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iiiplans) or a Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferral under Treasdeferrals). Reg. §1.409A-1(b)(4) and thus not However, to the extent any such payments are treated as “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit , and if Executive is deemed at the time of his Separation from Service to provide benefits that constitute be a “nonqualified deferred compensationspecified employee” with respect to a termination without Causefor purposes of Section 409A(a)(2)(B)(i) of the Code, then to the following interpretations apply extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement: Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (i) Any termination the expiration of the six-month period measured from the date of Executive’s employment triggering payment of Separation from Service or (ii) 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 date of Executive’s employment does not constitute a separation from service under death. Upon the earlier of such dates, all payments deferred pursuant to this 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 Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of paid in a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hlump sum to Executive (or Executive’s estate). For purposes The determination of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 the date his separation from service becomes effectiveapplicable regulations. With respect to any of Executive’s awards of, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A or relating to, equity of the Code Company that are outstanding as of the Effective Date or are granted to Executive in the future (“Awards”), 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 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) his death, the Company shall pay 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 him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes requirements of Section 409A of the Code. Neither , and the Company nor 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. If , be limited to an event that satisfies the sixty (60) day period requirements of a “change in which control event” within the Executive must Execute the Release begins in one taxable year meaning of Section 409A of the Executive Code and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearapplicable regulations.

Section 409A Compliance. The severance benefits provided for in Section 5.2 are To the extent applicable, it is intended to constitute an “involuntary separation pay plan” that the Plan and this Agreement comply with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” ”) and any related regulations or other guidance promulgated with respect to a termination without Cause, then such Section by the following interpretations apply to this Agreement: (i) Any termination of Executive’s employment triggering payment U.S. Department of the severance benefit must constitute a Treasury or the Internal Revenue Service (“separation from service” under Section 409A(a)(2)(A)(i) 409A”). 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 of Executive’s employment does not constitute a separation from service under permitted by Section 409A(a)(2)(A)(i) 409A. Notwithstanding any provision of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive Plan to the Company at contrary, if the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive 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 hereunder 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 his the Grantee’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) his death, the Company shall pay 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 him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearaccordance with their predetermined schedule.

Section 409A Compliance. The Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance benefits provided for payments payable to Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 5.2 are intended 1.409A-1(b)(9)(iii) (relating to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iiiplans) or a Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferral under Treasdeferrals). Reg. §1.409A-1(b)(4) and thus not However, to the extent any such payments are treated as “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit , and if Executive is deemed at the time of his Separation from Service to provide benefits that constitute be A “nonqualified deferred compensationspecified employee” with respect to a termination without Causefor purposes of Section 409A(a)(2)(B)(i) of the Code, then to the following interpretations apply extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement: Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (i) Any termination the expiration of the six-month period measured from the date of Executive’s employment triggering payment of Separation from Service or (ii) 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 date of Executive’s employment does not constitute a separation from service under death. Upon the earlier of such dates, all payments deferred pursuant to this 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 Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of paid in a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hlump sum to Executive (or Executive’s estate). For purposes The determination of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 the date his separation from service becomes effectiveapplicable regulations. With respect to any of Executive’s awards of, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A or relating to, equity of the Code Company that are outstanding as of the Effective Date or are granted to Executive in the future (“Awards”), 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 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) his death, the Company shall pay 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 him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes requirements of Section 409A of the Code. Neither , and the Company nor 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. If , be limited to an event that satisfies the sixty (60) day period requirements of a “change in which control event” within the Executive must Execute the Release begins in one taxable year meaning of Section 409A of the Executive Code and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearapplicable regulations.

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8, 9.B or 9.C are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8, 9.B or 9.C: (ia) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 8, 9.B or 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 from service of service, any benefits payable under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services 8, 9.B or 9.C that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section 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” 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 hereunder under Section 8, 9.B or 9.C (if 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 8, 9.B or 9.C of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8, 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. (iii) 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 sixty 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 (60) day period in which with the Executive must Execute the Release begins in one taxable year of most limited possible economic effect on the Executive and ends in on the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.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 severance 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 5.2 5(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the "Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause"), then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s 's employment triggering payment of the severance benefit benefits under Section 5(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 's employment does not constitute a separation from 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 his the Executive's employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b) of this Agreement shall be treated as a separate “"payment” " for purposes of Section 409A of the Code. 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5(b), (c) or (d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b), (c) or (d) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 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 hereunder 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b), (c) or (d) of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b), (c) 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5(b), (c) or (d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b), (c) or (d) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 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 hereunder 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b), (c) or (d) of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b), (c) 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. 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 severance 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. To the extent that any of the payments or benefits provided for in Section 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(ii) above.

Section 409A Compliance. The severance benefits provided for in Section 5.2 are intended to constitute an “involuntary separation pay plan” with respect to termination without Cause Parties intend that all provisions of this Agreement and the payments made pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) thereto will comply with, or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to be exempt from, the application of Section 409A of the Code. If such severance benefit is deemed Internal Revenue Code of 1986 as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), and all provisions of this Agreement will be construed, to provide the 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 4 that constitute “nonqualified deferred compensation” within the meaning of Section 409A will not commence in connection with respect to a termination without Cause, then the following interpretations apply to this Agreement: (i) Any Executive’s termination of Executive’s employment triggering payment of the severance benefit 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 Executive’s employment does not constitute a separation from 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 to Executive without causing Executive to incur the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject additional 20% tax pursuant to Section 409A 409A. The parties intend that each installment of the Code shall be delayed until after the date any series of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, payments provided for in this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive Agreement is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of 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. Neither the Company nor 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 Code. If adverse personal tax consequences under Section 409A, the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year 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 and ends in the later taxable year, any taxable benefits paid a lump sum amount equal to the sum of the Separation Benefits payments that Executive under 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 5.2 will be made and (B) commence paying the balance of the Separation Benefits in accordance with the later taxable yearapplicable payment schedules set forth in this Agreement.

Section 409A Compliance. The severance benefits provided for in Section 5.2 are To the extent applicable, it is intended to constitute an “involuntary separation pay plan” that the Plan and this Agreement comply with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” ”) and any related regulations or other guidance promulgated with respect to a termination without Cause, then such Section by the following interpretations apply to this Agreement: (i) Any termination of Executive’s employment triggering payment U.S. Department of the severance benefit must constitute a Treasury or the Internal Revenue Service (“separation from service” under Section 409A(a)(2)(A)(i) 409A”). 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 of Executive’s employment does not constitute a separation from service under permitted by Section 409A(a)(2)(A)(i) 409A. Notwithstanding any provision of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive Plan to the Company at contrary, if the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive 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 hereunder 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 his the Grantee’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) his death, the Company shall pay 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 him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearaccordance with their predetermined schedule.

Section 409A Compliance. The severance payments and benefits provided for in Section 5.2 are intended to II of this Agreement constitute an “involuntary separation pay plan” with respect to termination without Cause plan pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) 1.409A-1(n), and thus is not “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is To the extent that any of the payments or benefits provided for in Section II are deemed to provide constitute non-qualified deferred compensation benefits that constitute “nonqualified deferred compensation” with respect subject to a termination without CauseSection 409A of the Code, then however, the following interpretations apply to this Agreementapply: (i) Any termination of Executive’s your employment triggering payment of the severance benefit benefits under Section 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 Executive’s your employment does not constitute a separation from 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 Executive you to the Company or any of its parents, subsidiaries or affiliates at the time his your employment terminates hereunderterminates), any payment hereunder benefits payable under Section II that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section shall not cause any forfeiture of benefits on Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 hereunder under Section 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 his 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) his your death, the Company shall pay 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 him you prior to that date pursuant to under Section II of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 5(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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(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 severance amount of 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this AgreementSection 5:  (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement.  (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.(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 severance 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 5.2 5(b), (c) or (d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the United States Internal Revenue Code (the ‘‘Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b), (c) or (d) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 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 hereunder 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b), (c) or (d) of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b), (c) 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 5(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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then Code the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 5(b)(iii) or 5(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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 7(b)(ii) of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(ii) above.

Section 409A Compliance. The severance benefits provided for in Section 5.2 payments under this Agreement are intended to constitute an comply with or be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“involuntary Section 409A”) to the maximum extent possible, under either the separation pay plan” with respect to termination without Cause exemption pursuant to Treas. Reg. Treasury regulation §1.409A-1(b)(9)(iii) or a as “short-term deferral under Treas. Reg. deferrals” pursuant to Treasury regulation §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to this Agreement shall be interpreted and construed in a manner that avoids the imposition of excise taxes and other penalties under Section 409A of the Code(“409A Penalties”). If such severance benefit is deemed All references in this Agreement to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: (i) Any Executive’s termination of Executive’s employment triggering payment of 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 Executive’s employment does not constitute shall mean a separation from service under Section 409A(a)(2)(A)(i) of within the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes meaning of Section 409A of the Code. Neither Each payment under this Agreement shall be designated as a separate payment within the Company nor Executive shall have the right meaning of Section 409A. Any payment under this Agreement which is conditioned upon Executive’s execution of a Release which is to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day be paid during a designated period in which the Executive must Execute the Release that begins in one taxable year of the Executive and ends in a second taxable year shall be paid in the later second taxable year. Notwithstanding any other provision in this Agreement, any taxable benefits paid if on the date of Executive’s separation from service (as defined in Section 409A) (a) the Company is a publicly traded corporation and (b) Executive is a “specified employee,” as defined in Section 409A, then to the extent any amount payable under this Agreement upon Executive’s separation from service constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A, that under the terms of this Agreement would be payable prior to the six (6) month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of 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, the parties will cooperate diligently to amend the terms of this Agreement to avoid 409A Penalties, to the extent possible. Notwithstanding the foregoing, under no circumstances will the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive under due to any failure to comply with Section 5.2 will be made in the later taxable year.409A.

Section 409A Compliance. (1) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The severance amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will 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. (2) To the extent that any of the payments or benefits provided for in Section 5.2 4(d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the United States Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 4: (i3) Any termination of Executive’s employment triggering payment of the severance benefit benefits under Section 4(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 Executive’s employment does not constitute a separation from service of service, any benefits payable under Section 409A(a)(2)(A)(i4(d) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall will be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; . (ii4) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder under Section 4(d) that constitute non-qualified deferred compensation under Section 409A of the Code shall will be delayed until the earlier of (A) the business first payroll day following the six-month anniversary of the date his separation from service becomes effective, and (B) the first payroll day following the date of his 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 first payroll day following the six-month anniversary of the date his separation from service becomes effective, and (B) his Executive’s death, the Company shall will pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him Executive prior to that date pursuant to under Section 4(d) of this Agreement. . (5) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 4(d) of this Agreement will be treated as a separate “payment” for purposes of Section 409A of the Code. (6) The Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive or any other person on account of non-compliance with Code Section 409A or any similar state statutes. (7) Neither the Company nor Executive shall will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. The severance payments and benefits provided for in Section 5.2 are intended to II of this Agreement constitute an “involuntary separation pay plan” with respect to termination without Cause plan pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) § 1.409A-1(n), and thus is not “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is To the extent that any of the payments or benefits provided for in Section II are deemed to provide constitute non-qualified deferred compensation benefits that constitute “nonqualified deferred compensation” with respect subject to a termination without CauseSection 409A of the Code, then however, the following interpretations apply to this Agreementapply: (i) Any termination of Executive’s your employment triggering payment of the severance benefit benefits under Section 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 Executive’s your employment does docs not constitute a separation from 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 Executive you to the Company or any of its parents, subsidiaries or affiliates at the time his your employment terminates hereunderterminates), any payment hereunder benefits payable under Section II that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section shall not cause any forfeiture of benefits on Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 hereunder under Section 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 his 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) his your death, the Company shall pay 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 him you prior to that date pursuant to under Section II of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.(ii) above. 79830963v.5

Section 409A Compliance. (i) 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 severance 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. (ii) To the extent that any of the payments or benefits provided for in Section 5.2 3 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreementapply: (iA) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 3 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 from 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 affiliates, at the time his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 3 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 3.2.8(ii) 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 Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.(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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.(ii) above. 502470188v.1

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8, 9.B or 9.C are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8, 9.B or 9.C: (ia) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 8, 9.B or 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 from service of service, any benefits payable under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services 8, 9.B or 9.C that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section 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” 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 hereunder under Section 8, 9.B or 9.C (if 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 8, 9.B or 9.C of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8, 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. (iii) 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 sixty 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 (60) day period in which with the Executive must Execute the Release begins in one taxable year of most limited possible economic effect on the Executive and ends in on the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. The severance Notwithstanding anything to the contrary set forth herein, any payments and benefits provided for in Section 5.2 are intended to under this Agreement (the “Severance Benefits”) that constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. If such severance benefit is deemed to provide benefits that constitute ”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “nonqualified deferred compensation” Section 409A”) shall not commence in connection with respect to a termination without Cause, then the following interpretations apply to this Agreement: (i) Any Executive’s termination of Executive’s employment triggering payment of the severance benefit 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 Executive’s employment does not constitute a separation from 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 to Executive without causing Executive to incur the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service additional 20% tax under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. 409A. It is intended that each installment of the severance benefit and each separate payment and installment thereof shall be treated as Severance Benefits payments provided for in this Agreement 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. Neither the Company nor 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 Code. If calendar year following such termination, and (b) all amounts paid pursuant to the sixty foregoing clause (60a) day period in which the Executive must Execute the Release begins in one taxable year will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Executive Treasury Regulations and ends in the later taxable year, any taxable benefits paid 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 under is a "specified employee" within the meaning of Section 5.2 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 made payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the later taxable yearTreasury Regulations or will not be paid until at least 6 months after separation from service."

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 severance 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 9 b. To the extent that any of the payments or benefits provided for in Section 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 5(b)(iii) or 5(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 her separation from service becomes effective, and (B) the date of his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments described in Section 7(b)(ii) of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(ii) above.

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8 or 9(B) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8 or 9(B): (ia) Any termination of Executive’s employment triggering payment of the severance benefit benefits under Section 8 or 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 Executive’s employment does not constitute a separation from service of service, any benefits payable under Section 409A(a)(2)(A)(i8 or 9(B) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section Section 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 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 hereunder under Section 8 or 9(B) (if 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 his 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) his Executive’s death, the Company Employer shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid him Executive prior to that date pursuant to under Section 8 or 9(B) of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8 or 9(B) 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. (iii) Neither the Company Employer nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (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 sixty 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 (60with 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 period of Executive’s taxable year next following Executive’s taxable year in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.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 severance 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 5.2 5(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 5(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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.the

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 severance 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 5.2 5 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5 of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither In particular, the Company nor Executive installment severance payments set forth in Section 6 of this Agreement shall have be divided into two portions. That number of installments commencing on the right to accelerate or defer first payment date set forth in Section 7 of this Agreement that are in the delivery of any such payments or benefits except to aggregate less than two times the extent specifically permitted or required by applicable compensation limit under Section 409A 401(a)(17) of the Code. If Code for the sixty (60) day period year in which the Executive must Execute Termination Date occurs (provided the Release begins in one taxable year termination of the Executive 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 ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year(ii) above.

Section 409A Compliance. The severance Notwithstanding anything to the contrary herein, the following provisions apply to the extent any benefits (“Benefits”) provided for in Section 5.2 herein are intended to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is deemed Internal Revenue Code of 1986, as amended, or any comparable state or local tax law (collectively, “Section 409A”): (A) the Benefits are intended to provide benefits that constitute “nonqualified deferred compensation” qualify for an exemption from application of Section 409A or comply with respect the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and any ambiguities herein shall be interpreted accordingly; (B) Benefits contingent on a termination without Cause, then the following interpretations apply to this Agreement: (i) Any termination of Executive’s employment triggering payment of the severance benefit 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 Executive’s employment does not constitute a separation from 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 Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date (a “Separation from Service”); (C) each installment of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive Benefit is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of 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. Neither the Company nor 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 Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid Benefit payments otherwise payable pursuant to this Agreement prior to the Executive under Section 5.2 will 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 in after the later taxable yearSpecified 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 Employer or incurred by the 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 severance 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 5.2 5(b), (c) or (d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of Executivethe Employee’s employment triggering payment of the severance benefit 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 Executivethe Employee’s employment does not constitute a separation from 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 Executive the Employee to the Company Employer or any of its parents, subsidiaries or affiliates at the time his the Employee’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b), (c) or (d) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 6(b)(i) shall not cause any forfeiture of benefits on Executivethe Employee’s part, but shall only act as a delay until such time as a “separation from service” occurs; . (ii) If Executive the 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 hereunder 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 his the Employee’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) his the Employee’s death, the Company Employer shall pay Executive the Employee in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid him the Employee prior to that date pursuant to under Section 5(b), (c) or (d) of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b), (c) 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 Executive the 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. The severance payments and benefits provided for in Section 5.2 are intended to II of this Agreement constitute an “involuntary separation pay plan” with respect to termination without Cause plan pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) § 1.409A-1(n), and thus is not “nonqualified non-qualified deferred compensation” subject to Section 409A of the Code. If such severance benefit is To the extent that any of the payments or benefits provided for in Section II are deemed to provide constitute non-qualified deferred compensation benefits that constitute “nonqualified deferred compensation” with respect subject to a termination without CauseSection 409A of the Code, then however, the following interpretations apply to this Agreementapply: (i) Any termination of Executive’s your employment triggering payment of the severance benefit benefits under Section 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 Executive’s your employment does not constitute a separation from 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 Executive you to the Company or any of its parents, subsidiaries or affiliates at the time his your employment terminates hereunderterminates), any payment hereunder benefits payable under Section II that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section shall not cause any forfeiture of benefits on Executive’s your part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If 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 hereunder under Section 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 his 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) his your death, the Company shall pay 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 him you prior to that date pursuant to under Section II of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section II of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. 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 severance 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. To the extent that any of the payments or benefits provided for in Section 5.2 4(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified non- qualified deferred compensation” compensation benefits subject to Section 409A of the United States Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this AgreementSection 4: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 4(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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 4 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.and

Section 409A Compliance. (i) 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 severance 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. (ii) To the extent that any of the payments or benefits provided for in Section 5.2 3 are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of the Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause, then the following interpretations apply to this Agreementapply: (iA) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 3 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 from 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 affiliates, at the time his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 3 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 3.2.8(ii) 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; . (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 hereunder under Section 3 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 his the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A3) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B4) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. (C) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 3 shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither ; and 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. If . (iii) It is the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year intention of the Executive and ends in the later taxable year, any taxable parties that payments or benefits paid payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive under Section 5.2 will be made the economic benefits described herein in the later taxable yeara manner that does not result in such tax being imposed.

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 severance 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 5.2 5(b), (c) or (d) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit 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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5(b), (c) or (d) that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 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” 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 hereunder 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b), (c) or (d) of this Agreement. . (iii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b), (c) 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. The severance benefits benefit provided for in Section 5.2 are intended to constitute 6.2 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 a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to 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 this Agreement: (i) Any termination of Executive’s employment triggering payment of 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 Executive’s employment does not constitute a separation from 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 Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of 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) his death, the Company shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid him prior to that date pursuant to this Agreement. ; (iii) It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. ; and (iv) Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

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 severance 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 5.2 5(b) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this AgreementSection 5: (i) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 5(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 from 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 his the Executive’s employment terminates hereunderterminates), any payment hereunder benefits payable under Section 5 that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from 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 Section 7(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 hereunder under Section 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 his 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) his 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 him the Executive prior to that date pursuant to under Section 5(b) of this Agreement. It is intended that each installment of the severance benefit payments and each separate payment and installment thereof benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. 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. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable year.

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8 or 9(B) are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8 or 9(B): (ia) Any termination of Executive’s employment triggering payment of the severance benefit benefits under Section 8 or 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 Executive’s employment does not constitute a separation from service of service, any benefits payable under Section 409A(a)(2)(A)(i8 or 9(B) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section Section 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 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 hereunder under Section 8 or 9(B) (if 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 his 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) his Executive’s death, the Company Employer shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid him Executive prior to that date pursuant to under Section 8 or 9(B) of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8 or 9(B) 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. (iii) Neither the Company Employer nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (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 sixty 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 (60with 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 period of Executive’s taxable year next following Executive’s taxable year in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. The severance benefits provided for in Section 5.2 are To the extent applicable, it is intended to constitute an “involuntary separation pay plan” that the Plan and this Agreement comply with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a short-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified deferred compensation” subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” ”) and any related regulations or other guidance promulgated with respect to a termination without Cause, then such Section by the following interpretations apply to this Agreement: (i) Any termination of Executive’s employment triggering payment U.S. Department of the severance benefit must constitute a Treasury or the Internal Revenue Service (“separation from service” under Section 409A(a)(2)(A)(i) 409A”). 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 of Executive’s employment does not constitute a separation from service under permitted by Section 409A(a)(2)(A)(i) 409A. Notwithstanding any provision of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive Plan to the Company at contrary, if the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs; (ii) If Executive 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 hereunder 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 his the Grantee’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) his death, the Company shall pay 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 him prior to that date pursuant to this Agreement. It is intended that the severance benefit and each separate payment and installment thereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. If the sixty (60) day period in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid to the Executive under Section 5.2 will be made in the later taxable yearaccordance with their predetermined schedule.

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8 or 9.B. are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sexxxxx 000X xx xxx Xxxxxx Xxxxxx Xnternal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8 or 9.B.: (ia) Any termination of Executive’s employment triggering payment of the severance benefit benefits under Section 8 or 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 Executive’s employment does not constitute a separation from service of service, any benefits payable under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services 8 or 9.B. that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to the requirements of Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section Section 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 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 hereunder under Section 8 or 9.B. (if 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 his 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) his Executive’s death, the Company Employer shall pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company Employer otherwise would have paid him Executive prior to that date pursuant to under Section 8 or 9.B. of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8, 9.B. or 9.C. be treated as a separate “payment” for purposes of Section 409A of the Code. . (iii) Neither the Company Employer nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. (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 sixty 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 (60with 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 period of Executive’s taxable year next following Executive’s taxable year in which the Executive must Execute the Release begins in one taxable year of the Executive and ends in the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.409A or damages for any payments or benefits that fail to comply with Section 409A.

Section 409A Compliance. The severance (i) To the extent that any of the payments or benefits provided for in Section 5.2 8, 9.B or 9.C are intended deemed to constitute an “involuntary separation pay plan” with respect to termination without Cause pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) or a shortnon-term deferral under Treas. Reg. §1.409A-1(b)(4) and thus not “nonqualified qualified deferred compensation” compensation benefits subject to Section 409A of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code (the “Code. If such severance benefit is deemed to provide benefits that constitute “nonqualified deferred compensation” with respect to a termination without Cause”), then the following interpretations apply to this Agreement: Section 8, 9.B or 9.C: (ia) Any termination of the Executive’s employment triggering payment of the severance benefit benefits under Section 8, 9.B or 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 from service of service, any benefits payable under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services 8, 9.B or 9.C that are reasonably anticipated to be provided by Executive to the Company at the time his employment terminates hereunder), any payment hereunder that constitutes non-qualified constitute deferred compensation subject to under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)service. For purposes of clarification, this section 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” 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 hereunder under Section 8, 9.B or 9.C (if 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 separation from service becomes effective, and (B2) the date of his 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) his 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 him the Executive prior to that date pursuant to under Section 8, 9.B or 9.C of this Agreement. . (ii) It is intended that each installment of the severance benefit payments and each separate payment and installment thereof shall benefits provided under Section 8, 9.B or 9.C be treated as a separate “payment” for purposes of Section 409A of the Code. . (iii) 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 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 the sixty 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 (60) day period in which with the Executive must Execute the Release begins in one taxable year of most limited possible economic effect on the Executive and ends in on the later taxable year, any taxable benefits paid 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 under by Section 5.2 will be made in the later taxable year.409A or damages for any payments or benefits that fail to comply with Section 409A.