Common use of Section 409A Compliance Clause in Contracts

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

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

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

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement It is intended that any amounts payable under this Agreement shall either be provided by exempt from or comply with Code Section 409A (including the Company or incurred by Treasury regulations and other published guidance relating thereto) so as not to subject the Executive during the time periods set forth in to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement. All reimbursements Agreement shall be paid as soon as administratively practicableconstrued and interpreted to avoid the imputation of any such additional tax, but in no event shall any reimbursement be paid after penalty or interest under Code Section 409A yet preserve (to the last day of nearest extent reasonably possible) the taxable year following intended benefit payable to the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitExecutive. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i) as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on date of the date his separation Executive’s Separation from service becomes effectiveService, the Executive shall not be entitled to any benefits payable under payment or benefit pursuant to Section 5(b), (c9(c) or (d9(d) 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 which is six (6) months after his separation Separation from service becomes effectiveService for any reason other than death, and or (Bii) the date of the Executive’s death. The provisions of this Section 14(b) shall only apply if, but only and to the extent necessary extent, required to avoid such penalties under the imputation of any tax, penalty or interest pursuant to Code Section 409A of 409A. Any amounts otherwise payable to the Code. On Executive upon or in the earlier of six (A6) the business day month period following the six-month anniversary Executive’s Separation from Service that are not so paid by reason of this Section 14(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date his separation that is six (6) months after the Executive’s Separation from service becomes effectiveService (or, if earlier, as soon as practicable, and in all events within thirty (B30) days, after the date of the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), . (c) To the extent that any benefits pursuant to Section 9(c)(ii) or (d9(d)(ii) of this Agreement. (iiior reimbursements pursuant to Section 3(d) It is intended that each installment or 3(e) are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the payments Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor reimbursements that the Executive receives in one taxable year shall have not affect the right to accelerate amount of such benefits or defer reimbursements that the delivery of Executive receives in any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Codeother 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 amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent applicable, it is intended that any the Plan and this Agreement comply with the requirements of Section 409A of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (the “Code”), ) and any related regulations or other guidance promulgated with respect to such Section by the following interpretations apply to Section 5: (i) Any termination U.S. Department of the Executive’s employment triggering payment of benefits under Treasury or the Internal Revenue Service (“Section 5(b409A”), (c) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) . Any provision of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent that the termination permitted by Section 409A. Notwithstanding any provision of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive Plan to the Company or any of its parentscontrary, subsidiaries or affiliates at if the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Grantee is a “specified employee” (as that term is used defined in Section 409A 1.409A-1(i) of the Code Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and regulations including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and other guidance issued thereunderpayments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) on months after the date his Grantee’s separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of the date which is six (A6) months after the business date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six-six (6) month anniversary of the date his Grantee’s separation from service becomes effective(or, and (B) if earlier, the date of the ExecutiveGrantee’s death, but only ). Any payments that were originally scheduled to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day be paid following the six-month anniversary of six (6) months after the date his Grantee’s separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive continue to be paid in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreementaccordance with their predetermined schedule. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under Notwithstanding anything contained in this Agreement to the Contrary, to the maximum extent permitted by applicable law, the severance payments payable to the Executive pursuant to Section 11 shall be provided by made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals, for all amounts payable under 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 schedule prior to March 15 of the taxable calendar year following the taxable calendar year in which the expense was incurredExecutive is terminated by the Corporation pursuant to Section 11(b)). The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits However, to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the such payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute treated as “non-qualified deferred compensation benefits compensation” subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (Section 409A of the Code, and if the Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code”), then to the following interpretations apply extent delayed commencement of any portion of the benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 5: (i409A(a)(2)(B)(i) Any termination of the Code, such portion of the Executive’s employment triggering payment termination benefits shall not be provided to the Executive prior to the earlier of benefits under Section 5(b), (ci) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A)(i) the expiration of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To six-month period measured from the extent that the termination date of the Executive’s employment does not constitute a separation Separation from Service or (ii) the date of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates)death. Upon the earlier of such dates, any benefits payable under all payments deferred pursuant to this Section 5(b), (c19(b) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of paid in a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on lump sum to the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If . The determination of whether the Executive is a “specified employee” (for purposes of Section 409A(a)(2)(B)(i) of the Code as that term is used of the time of his Separation from Service shall be made by the Corporation in accordance with the terms of Section 409A of the Code and regulations and other applicable guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under thereunder (including without limitation Treasury Regulation Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c1.409A-1(i) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Codeany successor provision thereto). (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

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

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

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

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

Section 409A Compliance. (ai) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bii) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 3 are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Section 409A of Code”), the following interpretations apply to Section 5: apply: (iA) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 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 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 parentsaffiliates, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 3 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i3.2.8(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 under Section 5(b), (c) or (d) 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 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) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. . (iiiC) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement 3 shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) 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. (iii) It is the intention of the parties that payments or benefits 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 the economic benefits described herein in a manner that does not result in such tax being imposed.

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

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

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

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

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

Section 409A Compliance. Notwithstanding anything to the contrary herein, the following provisions apply to the extent any benefits (a“Benefits”) All in-kind benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended, or any comparable state or local tax law (collectively, “Section 409A”): (A) the Benefits are intended to qualify for an exemption from application of Section 409A or comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and expenses eligible for reimbursement under this Agreement any ambiguities herein 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 interpreted accordingly; (B) Benefits contingent on a termination of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year employment shall not affect commence until you have had a “separation from service” within the in-kind benefits meaning of Section 409A (a “Separation from Service”); (C) each installment of a Benefit is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i); and (D) each Benefit is intended to be satisfy the exemptions from application of Section 409A 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(bunder Treasury Regulations Sections 1.409A-1(b)(4), (c1.409A-1(b)(5) or (dand 1.409A-1(b)(9) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇the maximum extent available. However, if such September 23, 2015 ▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b)M.D. exemptions are not available and you are, (c) or (d) must constitute a “separation upon your Separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parentsService, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive is a “specified employee” (as that term is used in for purposes of Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective409A, any benefits payable under Section 5(b)then, (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only solely to the extent necessary to avoid such penalties adverse personal tax consequences to you under Section 409A 409A, the timing of the Code. On Benefit payments otherwise payable pursuant to this Agreement prior to the earlier of (Ax) six (6) months and one day after your Separation from Service, or (y) your death (the business day following “Specified Employee Deferral Date”) shall be delayed until the six-month anniversary of the date his separation from service becomes effectiveSpecified Employee Deferral Date, and (B) any payments otherwise scheduled to be made after the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement Specified Employee Deferral Date shall be treated paid as a separate “payment” for purposes of Section 409A of the Codeoriginally scheduled. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (ai) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bii) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) 3 are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Section 409A of Code”), the following interpretations apply to Section 5: apply: (iA) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) 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 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 parentsaffiliates, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) 3 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b)(i3.2.8(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 the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

Section 409A Compliance. (a) All in-kind benefits provided and expenses eligible for reimbursement under this This RSU Award Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth interpreted and administered to be 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 compliance with Section 409A of the taxable year following the taxable year in which the expense was incurredCode. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year Each payment and benefit hereunder shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute a “separation from serviceseparately identified” under Section 409A(a)(2)(A)(i) amount within the meaning of the Code and TreasTreasury regulation §1.409A-2(b)(2). Reg. §1.409A-1(h) before distribution For purposes of such benefits can commence. To this RSU Award Agreement, to the extent that necessary to avoid the termination imposition of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation taxes under Section 409A of the Code Code, a Change in Control shall only be delayed until after the date of deemed to occur if it constitutes a subsequent event constituting a separation of service “change in control event” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(hTreasury Regulation § 1.409A-3(i)(5)(i). For purposes of clarification, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) If the Executive Participant is a “specified employee” (as defined in Treasury Regulation § 1.409A-1(i)), then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, the Participant shall not be entitled to any payments upon a termination of the Participant’s employment until the earlier of: (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (as defined in Treasury Regulation § 1.409A-1(h)) or (ii) the date of the Participant’s death. In addition, the Administrator shall have the sole authority to make any accelerated payments permissible under ▇▇▇▇▇. Reg. Section 1.409A-3(j)(4) to the Participant. The Company makes no representation that term is used in any or all of the payments and benefits under this Award Agreement comply with Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be delayed until solely responsible for the earlier payment of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, any taxes and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties incurred under Section 409A of the Code. On the earlier of (A) the business day following the six_____________________________________________________________________________________________ S-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of this RSU Award 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.7 #ParticipantName#

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

Section 409A Compliance. It is intended that all of the benefits and amounts payable under this Agreement satisfy, to the greatest extent possible, an exemption from the application of Section 409A of the Internal Revenue Code (atogether, with any state law of similar effect, “Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) All in-kind will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. Specifically, the severance benefits under this Agreement are 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 expenses eligible 1.409A-1(b)(9), as applicable, and each installment of severance benefits, if any, is a separate “payment” for reimbursement purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Severance benefits under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) To the extent that any of the payments or benefits provided for in Section 5(b), (c) or (d) are deemed to constitute non-qualified deferred compensation benefits subject to S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code (the “Code”), the following interpretations apply to Section 5: (i) Any termination of the Executive’s employment triggering payment of benefits under Section 5(b), (c) or (d) must constitute commence until you have a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder (a “Separation from Service”), unless otherwise permitted without causing adverse tax consequences under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5(b), (c) or (d) that constitute deferred compensation under 409A. If exemptions from Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code are not available, and Treas. Reg. §1.409A-1(h). For purposes of clarificationyou are, this Section 6(b)(i) shall not cause any forfeiture of benefits on the Executive’s partupon Separation from Service, 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 for purposes of Section 409A 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any severance benefits payable under Section 5(b), (c) or (d) that constitute non-qualified deferred compensation under Section 409A of the Code payments shall be delayed until the earlier of (Ai) the business six months and one day following the six-month anniversary of the date his separation after your Separation from service becomes effectiveService, and or (Bii) the date of the Executive’s your death, but only . Except to the minimum extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive that payments must be delayed because you are a “specified employee,” all severance amounts will be paid as soon as practicable in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5(b), (c) or (d) of this Agreement. (iii) It is intended that each installment of the payments and benefits provided under Section 5(b), (c) and (d) of accordance with this Agreement shall be treated as a separate “payment” for purposes of Section 409A of and the CodeCompany’s normal payroll practices. (iv) Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.

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

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

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

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

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