Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. Payments 19.1 The intent of the parties is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of regulations and guidance promulgated thereunder (collectively “Section 409A”); accordingly, to the maximum extent permitted, this Agreement will be administeredinterpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, interpreted such modification will be made in good faith and construed accordingly (or disregarded will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. 19.2 A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision cannot be so administeredof this Agreement, interpreted, references to a “termination,” “termination of employment” or construed). like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, ifif Executive is deemed on the date of termination to be a “specified employee” within the meaning under Section 409A(a)(2)(B), upon then with regard to any payment or the advice provision of its counselany benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of Executive, and (B) the Company determines date of Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. 19.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the settlement last day of an RSU Share the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 19.4 For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement is or may become subject treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. 19.5 Notwithstanding any provision of this Agreement to the additional tax under Section 409A(a)(1)(B) of the Code or contrary, in no event will any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required payment under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s Agreement that constitutes “separation from servicenonqualified deferred compensation” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements for purposes of Section 409A (the “Settlement Delay Period”)be subject to offset by any other amount unless otherwise permitted by Section 409A. [Remainder of page intentionally left blank; and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.signature page follows]

Section 409A Compliance. Payments under this This Agreement are designed is intended to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, or any successor provision of law (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administeredand, interpreted and construed accordingly (or disregarded to the extent it would not result in the imposition of taxes or penalties pursuant to Section 409A, the Employer agrees to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply with such provision cannot be so administered, interpreted, requirements and without resulting in any diminution in the value of payments or construed)benefits to Executive. Notwithstanding anything to the contrary in For purposes of this Agreement, if, upon the advice any reference to “termination” of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may Executive’s employment shall be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within interpreted consistent with the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s term “separation from service” (other than due to death) within the meaning of in Section 1.409A-1(h409A(a)(2)(A)(i) of the Treasury Regulations, such settlement Code and no portion of any severance payment which is classified as “nonqualified deferred compensation” for purposes of Section 409A and is otherwise payable in connection with “separation from service” shall be delayed paid to Executive prior to the date he incurs a separation from service under Section 409A(a)(2)(A)(i) of the Code. For purposes of Section 409A of the Code and the regulations and other guidance thereunder (including and without limitation Treasury Regulations Section 1.409A - 2(b)(2)(iii)), all installment payments made under this Agreement (whether severance payments or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment. If Executive is a “specified employee” for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the earlier of day which is six (i6) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the EmployeeExecutive’s death, or (iii) such earlier date as complies termination of employment with the requirements Employer. Should the applicability of Section 409A result in a delay of payments to Executive, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “Settlement Delay Period409A Payment Date”); and , the Employer shall begin to make such payments as described in this Agreement, provided that any amounts that would have been payable earlier but for application of this Section 20 shall be paid in lump sum on the 409A Payment Date. To the extent any amount payable to Executive is subject to his entering into a release of claims with the Employer and any such amount is a deferral of compensation under Section 409A and which amount could be payable in either of two taxable years, and the timing of such payment is not subject to terms and conditions under another plan, program or agreement of the Employer that otherwise satisfies Section 409A, such payments shall be made or commence, as applicable, on January 15 (b) if all or any part later date that is not earlier than 8 days after the date that the release becomes irrevocable) of such RSU Share has later taxable year and shall include all payments that otherwise would have been converted into cash made before such date. Notwithstanding anything herein to the contrary, in no event shall the Employer be liable to Executive for or with respect to any taxes and, if the Employer properly and timely reports any taxes owed under Section 409A, penalties or interest which may be imposed upon Executive pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively409A. IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement of the date first written above. EMPLOYER: BY: EXECUTIVE: Xxxxxx Xxx XxXxxx 17 Executive’s Initials THIS SERIES C PROFITS INTERESTS AWARD AGREEMENT (this “Delayed Cash PaymentAgreement”), dated as of July 12, 2017, by establishing and irrevocably funding between Allied Power Holdings, LLC, a trust for Delaware limited liability company (the benefit of “Company”), and the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due participant named on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19signature page hereto (“Participant”).

Section 409A Compliance. Payments under this (a) This Agreement is intended to provide payments that are designed to be made in a manner that is exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) as a and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under this Agreement is intended to be excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral,” deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice . (b) All reimbursements or provision of its counsel, the Company determines that the settlement of an RSU Share in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under this Agreement during the Executive’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is or may become not subject to the additional tax under Section 409A(a)(1)(Bliquidation or exchange for another benefit. (c) For all purposes of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may the Executive shall be delayed considered to have terminated employment with the extent necessary to avoid 409A Taxes. In particular: (a) if Company when the Employee is Executive incurs a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) with the Company within the meaning of Code Section 1.409A-1(h409A(a)(2)(A)(i). (d) Notwithstanding any provision of this Agreement to the Treasury Regulationscontrary, such settlement the parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be delayed paid or commence until the first business day next following the earlier of (i) the first business date that is six months and one day following the expiration date of six months from the EmployeeExecutive’s separation from servicetermination of employment, (ii) the date of the EmployeeExecutive’s death, death or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments Employee and the Company intend that the payments and benefits provided under this Agreement are designed to shall either be made exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Agreement shall be construed in a manner that is affects the Employee’s and the Company’s intent to be exempt from or compliant comply with Section 409A. Nevertheless, the tax treatment of the benefits provided under the Plan is not warranted or guaranteed. Neither the Company nor its respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Employee as a result of this Agreement. This Agreement may not be amended in any way that results in a violation of section 409A of the U.S. Internal Revenue Code or any regulatory or other guidance issued by the Internal Revenue Service thereunder. In particular, except to the extent permitted by regulatory or other guidance issued by the Internal Revenue Service under section 409A(a)(3) of the Internal Revenue Code, no amendment of this Agreement shall in any way (including a change in form of distribution) result in acceleration of the timing or amount of any payment (or any portion thereof) of “Code”deferred compensation” that is due under this Agreement. An amendment that permits acceleration for any one or more of the reasons that constitute exceptions to the prohibition on acceleration of payments, pursuant to Treas. Regs. § 1.409A-3(j) (as presently written or as hereafter amended, finalized, replaced or supplemented), shall not be deemed to be in violation of this Section 9.14. Notwithstanding any provision of this Agreement to the contrary, if Employee is regarded as a “short-term deferral,specified employee” and within the provisions meaning of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(Bsection 409A(a)(2)(B) of the Code or and the regulations promulgated thereunder, he may not receive any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(ipayment(s) of the Code on the date of the Employee’s “deferred compensation” upon any “separation from service” (other than due as defined in Section 4.1(e)), unless such payment(s) are made on or after the date that is six (6) months after the date of such separation from service (or if earlier, the date of death of such specified employee). Instead, any such payments to deathwhich such specified employee would otherwise be entitled during the first six (6) within months following such separation from service shall be accumulated and paid on the meaning of Section 1.409A-1(h) first day of the Treasury Regulations, such settlement shall be delayed until the earlier of seventh (i7th) the first business day month following the expiration date of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.

Section 409A Compliance. Payments The intent of the parties is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of Code to the U.S. Internal Revenue Code (extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code”) as a . Any payments described in this Agreement that are due within the “short-term deferral,deferral period” and as defined in Section 409A of the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision canCode shall not be so administered, interpreted, or construed)treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is that any amounts are payable upon a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, service and such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not would result in any taxes or accelerated taxation and/or tax penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without Code, such payment, under this Agreement or any other agreement of the imposition of 409A TaxesCompany, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The establishment and funding of such trust shall not affect the obligation Company makes no representation that any or all of the Company payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to pay preclude Section 409A of the Delayed Cash Payment pursuant Code from applying to any such payment. If it is determined that the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 19409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing Grantee’s economic rights. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.

Section 409A Compliance. Payments It is intended that all benefits and compensation payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, the Consultant shall not have a legally binding right to any distribution made to Consultant in error. Notwithstanding the foregoing, in no event will any of the Company, its parent, or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of this Agreement to be exempt from or comply with Code Section 409A and none of the foregoing guarantees that the Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Consultant’s right to receive any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of engagement” (or any other term to that to that effect) under this Agreement shall mean a “separation from service” under Code Section 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, if the Board (or its delegate) determines in its discretion that termination payments due under this Agreement are designed “nonqualified deferred compensation” subject to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (and that the “Code”) as Consultant is a “short-term deferral,specified employee” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary as defined in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on and the date of the Employee’s “separation from service” (regulations and other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulationsguidance issued thereunder, then such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from servicetermination payments, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under that they are nonqualified deferred compensation subject to Section 409A of the U.S. Internal Revenue Code without shall be paid on the imposition first payroll date of 409A Taxesthe seventh month following the month in which the Consultant’s termination occurs. For purposes of this Agreement, whether the Consultant is a “specified employee” will be determined in accordance with written procedures adopted by the Board. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The establishment and funding amount of such trust expenses reimbursed in one year shall not affect the obligation amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the Company to pay the Delayed Cash Payment pursuant to this Section 19amount of in-kind benefits provided in any other year.

Section 409A Compliance. Payments The parties intend that any “nonqualified deferred compensation” within the meaning of Section 409A payable to Employee under this Agreement are designed to (or under any plan or program maintained by the Employer in which Employee participates) be made paid in a manner that is exempt from or compliant compliance with Section 409A such that there are no adverse tax consequences, interest, or penalties as a result of the U.S. Internal Revenue Code (payments. To the “Code”) as a “short-term deferral,” and extent permitted by law, the provisions of parties agree to modify this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: comply with Section 409A. Anything in this Agreement to the contrary notwithstanding and except as set forth in this Section 6.10, if in connection with any payment or distribution by the Employer to or for the benefit of Employee (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) if the (a “Payment”), Employee is subject to, or is notified by the Internal Revenue Service that he is or will be subject to, penalty taxes imposed by Section 409A or if any interest or penalties are incurred by Employee with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then Employee shall be entitled to receive an additional payment (a specified employee within “Section 409A Gross-Up Payment”) in an amount such that after payment by Employee of all Section 409A Tax and all income taxes (and any interest and penalties imposed with respect thereto) imposed upon the meaning of Section 409A(a)(2)(B)(i) 409A Gross-Up Payment, Employee retains an amount of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate Gross-Up Payment equal to the default rate credited to amounts deferred under Section 409A Tax imposed upon the Company’s Deferred Compensation PlanPayment; provided, however, that the Employer shall only be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax if the Section 409A Tax relates to or results from (i) the Employer’s failure to operate a “nonqualified deferred compensation plan” (as such rate shall be calculated term is defined in Section 409A) (a “NQDC”) in compliance with Section 409A on a monthly average basis rather than a daily basisand after January 1, 2005; and or (ii) the Company shall fund lack of compliance of any Employer NQDC document or documentation with Section 409A; or (iii) the payment or distribution by the Employer (or by any Employer NQDC) of any NQDC amount if such cash payment or distribution is not in compliance with Section 409A. For the avoidance of doubt, the Employer shall not be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Employer to Employee, Employee refuses or fails to make a timely election to alter the timing of payment or distribution or (2) Employee, in his capacity as an officer of the Employer, causes the Employer to take any action, or causes the Employer to fail to take any action, which causes Employee to be subject to a Section 409A Tax. Determinations required to be made under this Section 6.10 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Employer (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Employer and Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto within thirty (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit 30) business days of the Employeereceipt of notice from Employee that he is subject to a Section 409A Tax, but only if or such earlier time as is reasonably requested by the establishment Employer. All fees and expenses of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust the Accounting Firm shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred borne solely by the Employee until amounts are paid out from the trust to the EmployeeEmployer. The trust shall provide for distribution of amounts to the Employee in order to pay taxesAny Section 409A Gross-Up Payment, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period determined pursuant to this Section 186.10, shall be paid by the Employer to Employee within thirty (30) days of the receipt of the Accounting Firm’s determination, but only to in no event later than the extent permissible under Section 409A last day of the U.S. Internal Revenue Code without year following the imposition of 409A Taxesyear in which Employee remits the related taxes. The establishment Any determination by the Accounting Firm shall be binding upon the Employer and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19Employee.

Section 409A Compliance. Payments 19.1 The intent of the parties is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of regulations and guidance promulgated thereunder (collectively “Section 409A”); accordingly, to the maximum extent permitted, this Agreement will be administeredinterpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, interpreted such modification will be made in good faith and construed accordingly (or disregarded will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. 19.2 A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision cannot be so administeredof this Agreement, interpreted, references to a “termination,” “termination of employment” or construed). like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, ifif Executive is deemed on the date of termination to be a “specified employee” within the meaning under Section 409A(a)(2)(B), upon then with regard to any payment or the advice provision of its counselany benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of Executive, and (B) the Company determines date of Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. 19.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the settlement last day of an RSU Share the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 19.4 For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement is or may become subject treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. 19.5 Notwithstanding any provision of this Agreement to the additional tax under Section 409A(a)(1)(B) of the Code or contrary, in no event will any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required payment under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s Agreement that constitutes “separation from servicenonqualified deferred compensation” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements for purposes of Section 409A (the “Settlement Delay Period”); and (b) if all or be subject to offset by any part of such RSU Share has been converted into cash pursuant to other amount unless otherwise permitted by Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of the Executive’s termination of employment. 9.6.1. This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. 9.6.2. It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company 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. 9.6.3. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 9.6.4. If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: 9.6.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 9.6.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in Section 9.6.4.1 above and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are designed required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 9.6.5. The determination of whether and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 9.6.6. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 9.6.7. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (are not so exempt or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19compliant.

Section 409A Compliance. Payments The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to the Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of the Executive's “separation from service” (determined as set forth below) which occurs on or after the date of the Executive's termination of employment. (a) This Agreement is intended to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. (b) It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409 A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Executive nor the Company 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. (c) If, as of the date of the Executive's “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409 A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. (d) If, as of the date of the Executive's “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short- term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A; and (ii) Each installment of the severance payments and benefits due under this Agreement that is not described in Section 7(d)(i) above and that would, absent this subsection, be paid within the six-month period following the Executive's “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive's death), with any such installments that are designed required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1 (b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (e) The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-l(h)(3). (f) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. (g) Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (are not so exempt or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19compliant.

Section 409A Compliance. Payments under Amounts payable pursuant to this Agreement are designed intended either to be made in a manner that exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations thereunder (“Section 409A”), to the extent an exemption(s) is available, or to comply with the provisions of Section 409A. This Agreement shall be interpreted to avoid any penalty or sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to be exempt from or compliant with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. In connection therewith: a. It is intended that each installment of the U.S. Internal Revenue Code (the “Code”) payments hereunder shall be treated as a separate “short-term deferral,payment” and the provisions for purposes of this Agreement will be administeredSection 409A. b. If as of Consultant’s employment termination date from Company, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee Consultant is a “specified employee employee” (within the meaning of Section 409A(a)(2)(B)(i409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of the Code on the date benefit that is subject to Section 409A as deferred compensation and is due upon or as a result of the EmployeeConsultant’s “separation from service,” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulationsnotwithstanding any contrary provision under this Agreement, such settlement payment or benefit shall not be delayed made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A, until the date with is the earlier of (iA) the first business day following the expiration of six months the six‐month period measured from the Employee’s such “separation from service, ,” and (iiB) the date of the EmployeeConsultant’s death, or (iii) such earlier date as complies with the requirements of Section 409A death (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for . Upon the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit expiration of the EmployeeDelay Period, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code all payments and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being benefits delayed during the Settlement Delay Period pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Consultant in a lump‐sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them in this Agreement. c. While this Agreement is intended to be exempt from or compliant with Section 18409A, Company neither makes nor has made any representation, warranty or guarantee of any federal, state or local tax consequences of Consultant’s entitlements under this Agreement, including, but only to the extent permissible not limited to, under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments Unless otherwise expressly provided, any payment of compensation by the Company to the Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A). Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are designed intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a manner that is exempt from single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or compliant with in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the U.S. Internal Revenue Code calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the “Code”) as a “shortright to reimbursement or in-term deferral,” and kind benefits shall not be subject to liquidation or exchange for another benefit. The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Company. It is the intent of the Company that the provisions of this Agreement will and all other plans and programs sponsored by the Company be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary comply in this Agreement, if, upon the advice of its counselall respects with Section 409A; however, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject shall have no liability to the additional tax under Section 409A(a)(1)(B) of the Code Executive, or any other successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or penalties imposed under Section 409A (“409A Taxes”) as applicable at benefit received by the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all Executive or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes successor or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19beneficiary thereof.

Section 409A Compliance. Payments under It is the intent of this Agreement are designed to be made in a manner that is exempt from or compliant comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) so that none of the severance and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and this Agreement shall be interpreted accordingly. The Executive’s right to a series of installment payments under this Agreement shall be treated as a “short-term deferral,” and right to a series of separate payments within the provisions meaning of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construedTreas. Reg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a result of the failure of any payment or benefit to satisfy the requirements of Section 409A of the Code. Notwithstanding anything any provision to the contrary in this Agreement, if, upon the advice (i) no amount of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become non-qualified deferred compensation subject to the additional tax under Section 409A(a)(1)(B) 409A of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at that is payable in connection with the time such settlement is otherwise required under this Agreement, then such payment may termination of his employment shall be delayed paid to the extent necessary to avoid 409A Taxes. In particular: (a) if Executive unless the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) termination of the Code on the date of the EmployeeExecutive’s employment constitutes a “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) 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, to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such settlement portion of the Executive’s termination benefits shall not be delayed until provided to the Executive prior to the earlier of (iA) the first business day following the expiration of six months the six-month period measured from the Employeedate of the Executive’s “separation from service, ” with the Company (iias such term is defined in the Department of Treasury Regulations issued under Section 409A) and (B) the date of the EmployeeExecutive’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) upon the Company shall fund the payment earlier of such cash to the Employee upon settlement of such RSU Sharedates, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period all payments deferred pursuant to this Section 1826 (ii) shall be paid to the Executive in a lump sum, but only and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether the 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 the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv) to the extent permissible that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A of the U.S. Internal Revenue Code without Code, such reimbursement or benefit shall be provided no later than December 31 of the imposition of 409A Taxesyear following the year in which the expense was incurred. The establishment and funding amount of such trust expenses reimbursed in one year shall not affect the obligation amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the Company to pay the Delayed Cash Payment pursuant to this Section 19amount of in-kind benefits provided in any other year.

Section 409A Compliance. Payments under this Agreement are designed This agreement is intended to be made in a manner that is exempt from or compliant comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (“Section 409A”) as or an exemption from Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “short-term deferral,separation from service” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) 409A and, for purposes of the Code on the date any such provision of the Employee’s this agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h409A. If you are deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Treasury RegulationsCode, then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such settlement payment or benefit shall be delayed until made or provided at the date which is the earlier of (i) the first business day following the expiration of six months the six-month period measured from the Employee’s date of such “separation from service, ” or (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A your death (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for . Upon the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit expiration of the EmployeeDelay Period, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code all payments and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being benefits delayed during the Settlement Delay Period pursuant to this Section 18paragraph shall be paid to you in a lump sum without interest, but only to and any remaining payments and benefits due under this agreement shall be paid or provided in accordance with the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19normal payment dates specified for them.

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions This section applies notwithstanding any other provision of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed)Agreement. Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this This Agreement is or may become subject intended to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), including the “Settlement Delay Period”); and (b) if exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, Payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any part portion of such RSU Share has been converted into cash pursuant to Section 8 hereofany taxes, then: (i) upon settlement of such RSU Sharepenalties, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, or other expenses that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to may be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution Director on account of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this non-compliance with Section 18, but only to 409A. To the extent permissible required by Section 409A, each reimbursement or in-kind benefit provided under Section 409A this Agreement shall be provided in accordance with the following: (i) the amount of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the obligation expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Director on or before the last day of the Company calendar year following the calendar year in which the expense was incurred; and (iii) any right to pay reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to the Delayed Cash Payment pursuant to Director on or before December 31 of the calendar year immediately following the calendar year in which the Director remits the related taxes. A distribution under this Section 19Agreement will be treated as made on the designated payment date if the payment is made (i) at such date or a later date within the same calendar year, or if later, by the 15th day of the third month following the date designated in the Agreement or (ii) at a date no earlier than 30 days before the designated payment date. In no event may the Director, directly or indirectly, designate the year of payment.

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”a) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, ifno severance payments or benefits to be paid or provided to the Employee, upon the advice of its counselif any, the Company determines that the settlement of an RSU Share pursuant to under this Agreement is that, when considered together with any other severance payments or may become subject to the additional tax separation benefits, are considered deferred compensation under Section 409A(a)(1)(B) 409A of the Code or and the final regulations and any other taxes or penalties imposed under Section 409A guidance promulgated thereunder (“409A TaxesSection 409A”) as applicable at (together, the time such settlement is otherwise required under this Agreement, then such payment may “Deferred Payments”) will be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if paid or provided until the Employee is has a specified employee “separation from service” within the meaning of Section 409A(a)(2)(B)(i409A. Similarly, no severance payable to the Employee, if any, under this Agreement that otherwise would be exempt from Section 409A pursuant to Section 1.409A-1(b)(9) of the Code on Treasury Regulations will be payable until the date of the Employee’s Employee has a “separation from service” (other than due to death) within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations. (b) It is intended that none of the severance payments or benefits under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in paragraph (d) below or resulting from an involuntary separation from service as described in paragraph (e) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment or payment made upon a separation from service. Any severance payments or benefits payable pursuant to this Agreement will be payable as provided in Section 9(d). (c) Notwithstanding anything to the contrary in this Agreement, such settlement shall be delayed until if the earlier Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (i) other than due to death), then the Deferred Payments, if any, that are payable within the first business day six (6) months following the expiration of six months from the Employee’s separation from service, will become payable on the date six (ii6) months and one (1) day following the date of the Employee’s deathseparation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service, but before the six (iii6) such earlier month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b) of the Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of paragraph (a) above. (e) Any amount paid under this Agreement that qualifies as complies a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of paragraph (a) above. (f) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A (so that none of the “Settlement Delay Period”); andpayments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. The Company and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to the Employee under Section 409A. In no event will the Company reimburse the Employee for any taxes that may be imposed on the Employee as a result of Section 409A. (bg) if all or any part For purposes of such RSU Share has been converted into cash pursuant to this Agreement, “Section 8 hereof, then: 409A Limit” will mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon settlement the annual rate of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal pay paid to the default rate credited to amounts deferred under Employee during the Company’s Deferred Compensation Plantaxable year preceding the Company’s taxable year of the Employee’s termination of employment as determined under Section 1.409A-1(b)(9)(iii)(A)(1) of the Treasury Regulations and any Internal Revenue Service guidance issued with respect thereto; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and or (ii) the Company shall fund maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust Code for the benefit of year in which the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment ’s employment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19terminated.

Section 409A Compliance. Payments The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Paragraph, the severance payments pursuant to this Agreement shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of Executive’s termination of employment. 20.1. This Agreement is intended to be exempt from or to comply with Code Section 409A (to the extent applicable) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by Company. 20.2. It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither Executive nor Company 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. 20.3. If, as of the date of Executive’s “separation from service” from Company, Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. 20.4. If, as of the date of Executive’s “separation from service” from Company, Executive is a “specified employee” (within the meaning of Section 409A), then: 20.4.1. Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and 20.4.2. Each installment of the severance payments and benefits due under this Agreement that is not described in above and that would, absent this provision, be paid within the six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are designed required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A- 1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. 20.5. The determination of whether and when Executive’s separation from service from Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Paragraph 20, “Company” shall include all persons with whom Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). 20.6. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 20.7. Notwithstanding anything herein to the contrary, Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (are not so exempt or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19compliant.

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee This Agreement is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due intended to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and regulations promulgated thereunder. To the “Settlement Delay Period”extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c); and), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. For purposes of section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Indemnitee, directly or indirectly, designate the calendar year of payment. (b) if all All reimbursements provided under this Agreement shall be made or any part provided in accordance with the requirements of such RSU Share has been converted into cash pursuant to Section 8 hereof409A, then: including, where applicable, the requirement that (i) upon settlement any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of such RSU Sharetime specified in this Agreement), such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment amount of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding expenses eligible for reimbursement during a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall calendar year may not affect the obligation expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the Company calendar year following the year in which the expense is incurred, and (iv) the right to pay the Delayed Cash Payment pursuant reimbursement is not subject to this Section 19.liquidation or exchange for another benefit. Indemnification Agreement – [Party Name] BRG

Section 409A Compliance. Payments under this (a) This Agreement are designed is intended to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Settlement Delay PeriodSection 409A”); and. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Internal Revenue Service Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified by the Company in its sole discretion, as the case may be, in such a manner so that all payments due under this Agreement will be exempt from or comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate and distinct payment. In no event may Executive, directly or indirectly, designate the calendar year of payment for any amount payable hereunder. (b) if all All reimbursements provided under this Agreement will be made or any part provided in accordance with the requirements of such RSU Share has been converted into cash pursuant to Section 8 hereof409A, then: including, where applicable, the requirement that (i) upon settlement any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of such RSU Sharetime specified in this Agreement), such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund amount of expenses eligible for reimbursement during a calendar year may not affect the payment expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of such cash to an eligible expense will be made on or before the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit last day of the Employeecalendar year following the year in which the expense is incurred, but only if and (iv) the establishment of such trust does right to reimbursement is not result in any taxes subject to liquidation or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide exchange for distribution of amounts to the Employee in order to pay taxes, if any, another benefit. (c) Executive further acknowledges that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without imposes tax liability solely on service providers and not on service recipients. (d) Notwithstanding any provision of this Agreement to the imposition of 409A Taxes. The establishment and funding of such trust shall not affect contrary, if necessary to comply with the obligation restriction in Section 409A(a)(2)(B) of the Company Code concerning payments to pay the Delayed Cash Payment pursuant to this Section 19.DocuSign Envelope ID: E7D0EA88-81DA-4EA3-95B0-7C64B345DEF0

Section 409A Compliance. Payments under (a) Notwithstanding any provision of this Agreement are designed to be made the contrary, if, at the time of Executive’s termination of employment with the Company, he is a “specified employee” as defined in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” ), and one or more of the provisions of this Agreement will payments or benefits received or to be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share received by Executive pursuant to this Agreement would constitute deferred compensation under Section 409A payable on account of a “separation from service” that is not exempt from Section 409A as involuntary separation pay or may become subject a short-term deferral (or otherwise), such payment or benefit (a “Deferred Payment”) will be provided under this Agreement at the date which is the earlier of (A) the date which is six months after his “separation from service” or (B) the date of his death . The provisions of this Section shall only apply to the additional extent required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A(a)(1)(B) 409A of the Code or any other taxes regulations or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A TaxesTreasury guidance promulgated thereunder. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxesaddition, if any, that become due on the amounts as any provision of this Agreement would cause Executive to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible incur any penalty tax or interest under Section 409A of the U.S. Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. (b) In the event the six-month delay described in this Section applies, the Company shall make an irrevocable contribution in the amount of the Deferred Payment to a rabbi trust which shall take the form of the model rabbi trust described in Internal Revenue Code without Service Revenue Procedure 92-64, which amount (along with any net income received by the imposition trust) shall be paid by the trust to Executive on the six-month anniversary of 409A Taxeshis termination of employment, and the trust shall terminate at such time. The establishment and funding of such trust trustee shall not affect the obligation of be chosen by the Company to in its reasonable discretion. The Company shall pay the Delayed Cash Payment pursuant to this Section 19reasonable expenses of establishing and maintaining the trust.

Section 409A Compliance. Payments The intent of the Company is that payments and benefits under this Agreement which are designed considered "deferred compensation" subject to Code Section 409A and the regulations and the guidance promulgated thereunder (collectively "Code Section 409A") comply with Code Section 409A and be made and provided in compliance therewith. Accordingly: (a) For purposes of the Agreement, the terms "terminate," "termination," "termination of employment," and variations thereof, are intended to mean a termination of employment that constitutes a "separation from service" under Code Section 409A. (b) If on the date of "separation from service" Executive is deemed to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit payable or provided because of such separation from service that constitutes "deferred compensation" subject to Code Section 409A, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service," and (B) the date of such individual's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a manner that is exempt from single sum or compliant with Section 409A in installments in the absence of the U.S. Internal Revenue Code (the “Code”such delay) as a “short-term deferral,” and the provisions of this Agreement will shall be administered, interpreted and construed accordingly (paid or disregarded reimbursed to the extent such provision cannot Executive in a lump sum, and any remaining payments and benefits due shall be so administered, interpreted, paid or construed). provided in accordance with the normal payment dates specified for them herein. (c) Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to all reimbursements and in-kind benefits provided under this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, made or (iii) such earlier date as complies provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the “Settlement Delay Period”Executive’s lifetime (or during a shorter period of time specified in this Agreement); and(B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (bd) if all The Agreement may be amended in any respect deemed by the President or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to Board or the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest Committee to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee necessary in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this preserve compliance with Code Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments under (i) To the extent applicable, it is intended that this Agreement are designed to be made in a manner that is exempt from or compliant comply with the provisions of Section 409A of the U.S. Internal Revenue Code (the “CodeCode Section 409A”), and this Agreement shall be construed and applied in a manner consistent with this intent. (ii) With respect to any payment or benefit under this Agreement, if any, that is deferred compensation subject to Code Section 409A (after taking into account all exclusions applicable to such payment under Code Section 409A), Executive shall not be deemed to have terminated employment until he is deemed to have a Separation from Service (as defined below), and Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). As used under this Agreement, a “short-term deferral,Separation from Service” and occurs when Executive dies, retires, or otherwise has a termination of employment with the provisions Company that constitutes a “separation from service” within the meaning of this Agreement will be administeredTreasury Regulation Section 1.409A-1(h)(1), interpreted and construed accordingly without regard to the optional alternative definitions available thereunder. (or disregarded iii) Notwithstanding any other provision herein to the contrary, to the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement is subject to Code Section 409A, (i) the amount of such provision canexpenses eligible for reimbursement, or in-kind benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred, and (iii) the Executive’s right to receive such reimbursements or in-kind benefits shall not be so administered, interpreted, subject to liquidation or construed). exchange for another benefit. (iv) Notwithstanding anything any provision to the contrary in this Agreement, ifin the event that a payment under the Agreement is considered to be nonqualified deferred compensation under Code Section 409A, upon and such amount is payable by reason of Executive’s termination of employment with the advice of its counselCompany, the Company determines that the settlement of an RSU Share pursuant payment will not be made to this Agreement is or may become subject Executive prior to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of the six months (6)-month period measured from the Employeedate of Executive’s separation Separation from service, Service (as such term is defined above) or (ii) the date of the EmployeeExecutive’s death, if Executive is deemed at the time of such Separation from Service to be a Specified Employee as defined in Code Section 409A. All payments and benefits which had been delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum upon expiration of such six-month period (or (iii) such if earlier date as complies with upon Executive’s death). In addition, in the requirements of event a payment under the Agreement is considered to be nonqualified deferred compensation under Code Section 409A (and if such payment could be made or commence in more than one taxable year depending upon when Executive signs the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereofrequired separation agreement and general release, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to must be made or commence in the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19second taxable year.

Section 409A Compliance. Payments under this This Agreement and all payments and benefits provided hereunder are designed intended to be made in a manner that is exempt from or compliant otherwise comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) as a “short-term deferral,” ), and the provisions of this Agreement will be administered, interpreted and construed accordingly (accordingly. Each payment or disregarded benefit provided pursuant to this Agreement shall be deemed to be a separate payment for purposes of Section 409A of the extent such provision canCode. Any amount under this Agreement that is due upon a termination of employment shall not be so administered, interpreted, or construedpaid unless such termination constitutes a “Separation from Service” as described in Treasury Regulation Section 1.409A-1(h). Notwithstanding anything set forth in the Plan or this Agreement to the contrary contrary, if by reason of you being a “Specified Employee” (as described in this AgreementTreasury Regulation Section 1.409A-1(i)) at the time of such Separation from Service, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to any payment under this Agreement is or may become would be subject to the additional tax under Section 409A(a)(1)(B) of the Code any tax, interest or any other taxes or penalties penalty imposed under Section 409A (“409A Taxes”) as applicable at of the time Code if such settlement is otherwise required under this Agreementamount were paid or delivered to you within six months after such Separation from Service, then such payment may amount shall not be delayed paid or delivered to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed you until the earlier of (i) the first business day following the expiration of date which is six months and one day after the date of your Separation from the Employee’s separation from service, Service or (ii) the date of the Employee’s death, or 10th business day following your death (iii) either such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectivelydate, the “Delayed Cash PaymentPayment Date”). All such amounts that would, by establishing and irrevocably funding a trust but for the benefit foregoing, become payable or deliverable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date without interest. Notwithstanding the foregoing or any other provision of the EmployeePlan or this Agreement, but only if neither the establishment Company nor any Subsidiary or other affiliate of such trust does not result in the Company shall have any liability or obligation with respect to any taxes or other penalties becoming due under Section 409A(b). Such trust shall that may be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant imposed with respect to this Section 18Agreement or the payments and benefits provided pursuant hereto, but only to the extent permissible whether under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19or otherwise.

Section 409A Compliance. Payments under this (a) This Agreement are designed is intended to be made in a manner that is exempt from or compliant comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(l)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a “short-term deferral,” and separate payment. In no event may Employee, directly or indirectly, designate the provisions calendar year of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed)payment. Notwithstanding anything contained herein to the contrary contrary, Employee shall not be considered to have terminated employment with The Company unless he would be considered to have incurred a “separation of employment” from The Company as the term is defined in this AgreementTreasury Regulation §1.409A-1(h)(1)(i). (b) Notwithstanding the foregoing, if, upon if necessary to comply with the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under restriction in Section 409A(a)(1)(B409A(a)(2)(B) of the Code or concerning payments to “specified employees,” any other taxes or penalties imposed payment on account of Employee's separation from service that would otherwise be due hereunder within six (6) months after such separation shall nonetheless be delayed until the first (1st) business day of the seventh (7th) month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a “specified employee” for the Employee’s 12-month period beginning on the first (1st) day of the fourth (4th) month following each “separation from serviceIdentification Date” if he is a “key employee” (other than due to death) within the meaning of as defined in Section 1.409A-1(h416(i) of the Treasury RegulationsCode without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, such settlement the Identification Date shall be delayed until December 31. (c) All reimbursements provided under this Agreement shall be made or provided in accordance with the earlier requirements of Section 409A, including, where applicable, the requirement that: (i) the first business day following the expiration of six months from the any reimbursement is for expenses incurred during Employee’s separation from servicelifetime (or during a shorter period of time specified in this Agreement), (ii) the date amount of expenses eligible for reimbursement during a calendar year may not affect the Employee’s deathexpenses eligible for reimbursement in any other calendar year, or (iii) such earlier date as complies with the requirements reimbursement of Section 409A an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (iiiv) the Company shall fund the payment of such cash right to the Employee upon settlement of such RSU Share, including the interest reimbursement is not subject to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust liquidation or exchange for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19another benefit.

Section 409A Compliance. Payments under this (i) This Agreement are designed to shall be made interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Settlement Delay PeriodCode”); and (b) if all , and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or any part of such RSU Share has been converted into cash pursuant to Section 8 hereofguaranteed. Neither NCI nor its directors, then: (i) upon settlement of such RSU Shareofficers, such cash employees or advisers shall be increased held liable for any taxes, interest, penalties or other monetary amounts owed by an amount equal to interest thereon for Executive as a result of the Settlement Delay Period at a rate equal to application of Section 409A of the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; andCode. (ii) the Company shall fund the payment of such cash Notwithstanding anything in this Agreement to the Employee upon settlement of such RSU Sharecontrary, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the U.S. Internal Revenue Code without the imposition (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of 409A Taxes. The establishment and funding Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such trust shall circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service,” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the obligation dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the Company payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event. (iii) Notwithstanding anything in this Agreement to pay the Delayed Cash Payment pursuant contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to this any permissible acceleration of payment by NCI under Treas. Reg. Section 19.1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (A) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service

Section 409A Compliance. Payments under this It is intended that the Employment Agreement are designed to be made in a manner that is exempt from or compliant shall comply with Section 409A of the U.S. Internal Revenue Code (the “Code”and any regulations and guidelines issued thereunder) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such provision cannot be so administeredintent. If any additional amendments are necessary for the Agreement to comply with Section 409A, interpreted, or construed). Notwithstanding anything the parties hereto shall negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the contrary in this Agreementextent reasonably possible. No action or failure to act, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is Section 10 shall subject the Company to any claim, liability, or may become expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. With regard to any provision herein the provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the additional tax amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause: (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 409A(a)(1)(B105(b) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time solely because such settlement is otherwise required under this Agreement, then such payment may be delayed expenses are subject to a limit related to the extent necessary to avoid 409A Taxes. In particular: (a) if period the Employee arrangement is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or in effect; and (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash payments shall be increased by an amount equal to interest thereon for made on or before the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit last day of the Employee, but only if Executive's taxable year following the establishment of such trust does not result taxable year in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of which the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19expense was incurred.

Section 409A Compliance. Payments under Notwithstanding any other provision of the Plan or this Agreement are designed to the contrary, the Plan and this Agreement shall be construed or deemed to be made in a manner that is exempt from or compliant amended as necessary to comply with the requirements of Section 409A of the U.S. Internal Revenue Code, to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code (applicable to the “Code”) as a “short-term deferral,” Plan and the provisions of this Agreement will be administeredand shall interpret the terms of each consistently therewith. Under no circumstances, interpreted and construed accordingly (however, shall the Company have any liability under the Plan or disregarded this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the extent such provision cannot be so administeredPlan and/or this Agreement or any EDP Deferral Election, interpretedincluding any taxes, penalties or construed)interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code extent that any payment or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Employee by reason of Employee’s termination of employment, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) such payment or benefit shall be made or provided to Employee only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if the Employee is a “specified employee employee” (within the meaning of Section 409A(a)(2)(B)(i) of 409A and as determined by the Code on Company), such payment or benefit shall not be made or provided before the date that is six months after the date of the Employee’s “Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS Page 5 of 13 separation from service” service (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the or Employee’s separation from service, (ii) the date of the Employee’s earlier death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall Each payment under this Agreement will be treated as a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which separate payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19Code.

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A Unless otherwise expressly provided, any payment of compensation by the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded Company to the extent such provision cannot be so administeredExecutive, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is or may become not subject to the additional tax under a “substantial risk of forfeiture” for purposes of Section 409A(a)(1)(B) 409A). Each payment and each installment of the Code any bonus or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required severance payments provided for under this Agreement, then such Agreement shall be treated as a separate payment may be delayed for purposes of application of Section 409A. To the extent any amounts payable by the Company to the extent necessary to avoid 409A Taxes. In particular: Executive constitute “nonqualified deferred compensation” (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii409A) such earlier date as complies payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “Settlement Delay Period”); and nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (a) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (b) if all or any part the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such RSU Share has been converted into cash pursuant required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 8 hereof409A provided under this Agreement or, then: unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) upon settlement the amount of such RSU Share, such cash shall be increased by an amount equal to interest thereon expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Planbenefits provided during any other year; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company reimbursements shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, no later than the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit end of the Employeecalendar year following the year in which the Executive incurs such expenses, but only if and the establishment of Executive shall take all actions necessary to claim all such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be reimbursements on a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not timely basis to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of permit the Company to pay make all such reimbursement payments prior to the Delayed Cash Payment pursuant end of said period, (iii) the right to this Section 19.reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and

Section 409A Compliance. Payments under The Parties intend for this Agreement are designed either to be made in a manner that is exempt from or compliant with satisfy the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) as a “short-term deferral,” or to be exempt from the application of Code Section 409A, and the provisions of this Agreement will shall be administered, construed and interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed)accordingly. Notwithstanding anything in this Agreement to the contrary contrary, in this Agreement, if, upon the advice of its counsel, the Company determines event that the settlement of an RSU Share pursuant Executive is deemed to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (be a “409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Code Section 409A shall be made to the Executive prior to the date that is six (6) of the Code on months after the date of the EmployeeExecutive’s “separation from service” (other than as defined in Code Section 409A) or, if earlier, the date of the Executive’s death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Code Section 409A that is also a business day. For purposes of Code Section 409A, each of the payments that may be made hereunder is designated as a separate payment. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Code Section 409A. To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to death) the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The taxable reimbursements under this Agreement that could constitute “deferred compensation” within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A (are not subject to liquidation or exchange for another benefit, and the “Settlement Delay Period”); and (b) if all or any part amount of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for benefits and reimbursements that the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result Executive receives in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust one taxable year shall not affect the obligation amount of such benefits or reimbursements that the Company to pay the Delayed Cash Payment pursuant to this Section 19Executive receives in any other taxable year.

Section 409A Compliance. Payments (i) The intent of the parties is that payments and benefits under this Agreement are designed comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in a manner that is exempt from or compliant with Section 409A good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and applicable provision without violating the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, Code Section 409A. In no event whatsoever shall the Company determines be liable for any additional tax, interest or penalty that may be imposed on the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Employee by Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed or damages for failing to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of comply with Code Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and409A. (ii) To the Company extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall fund the payment of such cash be made on or prior to the Employee upon settlement last day of the taxable year following the taxable year in which such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), expenses were incurred by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such trust does not result reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxes taxable year shall in any way affect the expenses eligible for reimbursement, or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax in-kind benefits to be incurred by the Employee until amounts are paid out from the trust provided, in any other taxable year. (iii) Notwithstanding any other provision of this Agreement to the Employee. The trust contrary, in no event shall provide any payment under this Agreement that constitutes “nonqualified deferred compensation” for distribution purposes of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Code Section 409A of the U.S. Internal Revenue be subject to offset by any other amount unless otherwise permitted by Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments under this This Agreement are designed is intended to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code and the treasury regulations and other official guidance promulgated thereunder (“Section 409A”), and shall be construed and interpreted in accordance with such intent. The Change in Control payments and benefits set forth in this Agreement are intended to fit within the “Code”) as a “short-term deferral,deferral exception” to Section 409A, and the provisions shall at all times be interpreted and administered in furtherance of this Agreement will be administered, interpreted and construed accordingly intent. In no event whatsoever shall the Company (or disregarded its officers, directors, employees, agents, advisors or representatives) be liable for any additional tax, interest or penalty that may be imposed on the Employee by Section 409A or damages for failing to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice comply with Section 409A. For purposes of its counselSection 409A, the Company determines that the settlement of an RSU Share Employee’s right to receive any installment payments pursuant to this Agreement is shall be treated as a right to receive a series of separate and distinct payments. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. To the extent that reimbursements or may become other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the additional tax expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. To the extent any compensation or benefits under this Agreement constitutes “nonqualified deferred compensation” for purposes of Section 409A(a)(1)(B) 409A, if required to comply with Section 409A, a Change in Control shall not be deemed to have occurred unless the transaction or event constituting the Change in Control also constitutes a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at assets” of the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee Company within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments under this a) This Agreement are designed is intended to be made in a manner that is exempt from or compliant comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code hereinafter being referred to as “Section 409A”), if applicable. Payments of Non-Qualified Deferred Compensation (as such term is defined under Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a “manner permitted by Section 409A, if applicable. Any amounts payable solely on account of an involuntary separation from service of the Executive within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral,” and deferral amounts, to the provisions maximum possible extent. For purposes of Section 409A, the right to a series of installment payments under this Agreement will shall be administeredtreated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Section 409A including, interpreted and construed accordingly where applicable, the requirement that (or disregarded to i) any reimbursement is for expenses incurred during the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary period of time specified in this Agreement, if(ii) the amount of expenses available for reimbursement, upon or the advice in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of its counselan eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. b) To the extent required by Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Company determines that Executive on account of his separation from service until the settlement first to occur of an RSU Share pursuant to this Agreement is or may become subject to (i) the additional tax under Section 409A(a)(1)(B) date of the Code Executive’s death or any other taxes or penalties imposed under Section 409A (“409A Taxes”ii) as applicable at the time such settlement date which is otherwise required under this Agreementone day after the six (6) month anniversary of his separation from service, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) and in either case only if the Employee he is a “specified employee within the meaning of employee” (as defined under Section 409A(a)(2)(B)(i) of the Code on and the date regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the Employeeimmediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence. c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Executive’s employment with Company shall be withheld until the Executive incurs both (i) a termination of his employment relationship with Company and (ii) the first instance of a “separation from service” (other than due to death) within the meaning of with Company, as such term is defined in Treas. Reg. Section 1.409A-1(h). d) The preceding provisions of the Treasury Regulations, such settlement this Section 20 shall not be delayed until the earlier construed as a guarantee by Company of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal particular tax effect to the default rate credited to amounts deferred Executive under this Agreement, under any plan or program sponsored or maintained by Company or under any other agreement by and between the Executive and Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the . Company shall fund the payment of such cash not be liable to the Employee upon settlement of such RSU ShareExecutive for any additional tax, including the penalty or interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible imposed under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of nor for reporting in good faith any payment made under this Agreement or under any such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this other plan, program or agreement as an amount includible in gross income under Section 19.409A.

Section 409A Compliance. Payments (1) The intent of the parties is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder (the collectively “CodeCode Section 409A”) as and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on You by Code Section 409A or damages for failing to comply with Code Section 409A. (2) If required by Code Section 409A due to You being a “short-term deferral,specified employee” as defined in Code Section 409A, any amounts payable to You during the first six months and one day following the date of termination pursuant to Section 4(b) shall be deferred until the date which is six months and one day following such termination (and the provisions first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement will had such payments commenced immediately upon Your termination of employment, and any payments thereafter shall continue as provided herein). (3) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements under this Agreement shall be administered, interpreted and construed accordingly (made on or disregarded prior to the extent last day of the taxable year following the taxable year in which such provision canexpenses were incurred by You, (ii) any right to reimbursement or in-kind benefits is not be so administeredsubject to liquidation or exchange for another benefit, interpretedand (iii) no such reimbursement, expenses eligible for reimbursement, or construed). Notwithstanding anything in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to the contrary be provided, in this Agreementany other taxable year. (4) For purposes of Code Section 409A, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share Your right to receive any installment payment pursuant to this Agreement is or may become shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (5) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to the additional tax under Section 409A(a)(1)(B) of the Code or offset by any other taxes or penalties imposed under amount unless otherwise permitted by Code Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments It is intended that all of the severance benefits and other payments payable under this Agreement are designed satisfy, to be made in a manner that is exempt the greatest extent possible, the exemptions from or compliant with Section 409A the application of the U.S. Internal Revenue Code (the “Code”Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) as a “short-term deferral,” and the provisions of 1.409A-1(b)(9), and this Agreement will be administered, interpreted and construed accordingly (or disregarded to the greatest extent such provision cannot possible as consistent with those provisions. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be so administeredtreated as a right to receive a series of separate payments and, interpretedaccordingly, or construed)each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding anything any provision to the contrary in this Agreementletter, if, upon if the advice of its counsel, Executive is deemed by the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required of the Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under this Agreementany other agreement with the Company are deemed to be “deferred compensation”, then such payment may be delayed to the extent necessary delayed commencement of any portion of such payments is required in order to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Executive prior to the earliest of (i) the expiration of the Code on six-month period measured from the date of the Employee’s “separation Separation from service” Service with the Company, (other than due to deathii) within the meaning of Section 1.409A-1(h) date of the Treasury Regulations, Executive’s death or (iii) such settlement shall be delayed until earlier date as permitted under Section 409A without the earlier imposition of (i) adverse taxation. Upon the first business day following the expiration of six months from the Employee’s separation from servicesuch applicable Section 409A(a)(2)(B)(i) period, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts payments deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only paragraph will be paid in a lump sum to the extent permissible under Section 409A of Executive, and any remaining payments due will be paid as otherwise provided herein or in the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19applicable agreement.

Section 409A Compliance. Payments under this (a) This Agreement is intended to provide payments that are designed to be made in a manner that is exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) as a and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Each payment under this Agreement is intended to be excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral,” deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice . (b) All reimbursements or provision of its counsel, the Company determines that the settlement of an RSU Share in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under this Agreement during the General Counsel’s taxable year may not affect the amounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the General Counsel’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is or may become not subject to the additional tax under Section 409A(a)(1)(Bliquidation or exchange for another benefit. (c) For all purposes of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may the General Counsel shall be delayed considered to have terminated employment with the extent necessary to avoid 409A Taxes. In particular: (a) if Company when the Employee is General Counsel incurs a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) with the Company within the meaning of Code Section 1.409A-1(h409A(a)(2)(A)(i). (d) Notwithstanding any provision of this Agreement to the Treasury Regulationscontrary, such settlement the parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be delayed paid or commence until the first business day next following the earlier of (i) the first business date that is six months and one day following the expiration date of six months from the EmployeeGeneral Counsel’s separation from servicetermination of employment, (ii) the date of the EmployeeGeneral Counsel’s death, death or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments (i) The intent of the parties hereto is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder (except to the “Code”) extent exempt as a “short-term deferral,” and deferrals or otherwise) and, accordingly, to the provisions of maximum extent permitted, this Agreement will shall be administeredinterpreted to be in compliance therewith. (ii) It is intended that each installment, interpreted if any, of the payments and construed accordingly (benefits, if any, provided to Executive under Section 8(f) hereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or disregarded defer the delivery of any such payments or benefits except to the extent such provision cannot be so administered, interpreted, specifically permitted or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under required by Section 409A(a)(1)(B) 409 of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular:Code. (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies All reimbursements and in-kind benefits provided under this Agreement (including without limitation Sections 6(b), 7(a) and 8(f)(i) herein) shall be made or provided in accordance with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under that such reimbursements or in-kind benefits are subject to Section 409A of the U.S. Internal Revenue Code without Code. All expenses or other reimbursements paid pursuant hereto that are taxable income to Executive shall in no event be paid later than the imposition end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A Taxes. The establishment of the Code, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and funding (B) the amount of such trust expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the obligation of the Company expenses eligible for reimbursement, or in-kind benefits to pay the Delayed Cash Payment pursuant to this Section 19be provided, in any other taxable year.

Section 409A Compliance. Payments The parties intend that payments and benefits under this Agreement are designed comply with, or remain exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be made in a manner compliance therewith. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalty that is exempt from may be imposed on Executive by Section 409A or compliant damages for failing to comply with Section 409A 409A. (i) A termination of the U.S. Internal Revenue Code (the “Code”) as employment shall mean a “short-term deferralseparation from service” within the meaning of Section 409A and, references to a “termination,” and the provisions “termination of this Agreement will be administered, interpreted and construed accordingly (employment” or disregarded to the extent such provision cannot be so administered, interpreted, or construed). like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if, upon if Executive is deemed on the advice date of its counsel, the Company determines that the settlement of an RSU Share pursuant termination to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (be a “409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee employee” within the meaning of that term under Code Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or benefit subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Code on six (6)-month period measured from the date of the Employee’s such “separation from service” of Executive, and (other than due B) the date of Executive’s death, to death) within the meaning of extent required under Section 1.409A-1(h) of the Treasury Regulations, 409A. Any such settlement payments and benefits shall be delayed until the earlier of (i) paid or reimbursed to Executive in a lump sum on the first business day following the expiration of six months from the Employee’s separation from servicedelay period, (ii) the date of the Employee’s death, and any remaining payments and benefits due under this Agreement shall be paid or (iii) such earlier date as complies provided in accordance with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon normal payment dates specified for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; andthem herein. (ii) To the Company extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall fund the payment of such cash be made on or prior to the Employee upon settlement last day of the taxable year following the taxable year in which such RSU Shareexpenses were incurred by Executive, including (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the interest expenses eligible for reimbursement, or in-kind benefits to be paid with respect thereto (collectivelyprovided, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under other taxable year. (iii) For purposes of Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not 409A, Executive’s right to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period receive any installment payments pursuant to this Section 18Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, but only the actual date of payment within the specified period shall be within the sole discretion of the Corporation. (iv) To the extent that the consideration period and revocation period for any release extends over more than one tax year, all payments will be made in the later tax year following the expiration of revocation period, subject to the extent permissible remaining requirements of the release. (v) No payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company be subject to pay the Delayed Cash Payment pursuant to this offset unless otherwise permitted by Section 19.409A.

Section 409A Compliance. Payments under (a) Notwithstanding any provision of this Agreement are designed to be made the contrary, if, at the time of Hxxxxx’x termination of employment with the Company, he is a “specified employee” as defined in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” ), and one or more of the provisions of this Agreement will payments or benefits received or to be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share received by Hxxxxx pursuant to this Agreement is or may become would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement until the additional earliest of (A) the date which is six (6) months after his “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of his death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) (the “Deferred Payment”). The provisions of this Section 16 shall only apply to the extent required to avoid Hxxxxx’x incurrence of any penalty tax or interest under Section 409A(a)(1)(B) 409A of the Code or any other taxes regulations or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A TaxesTreasury guidance promulgated thereunder. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxesaddition, if any, that become due on the amounts as any provision of this Agreement would cause Hxxxxx to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible incur any penalty tax or interest under Section 409A of the U.S. Code or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. (b) In the event the six-month delay described in this Section 16 applies, the Company shall make an irrevocable contribution in the amount of the Deferred Payment to a rabbi trust which shall take the form of the model rabbi trust described in Internal Revenue Code without Service Revenue Procedure 92-64, which amount (along with any net income received by the imposition trust) shall be paid by the trust to Hxxxxx on the six-month anniversary of 409A Taxeshis termination of employment, and the trust shall terminate at such time. The establishment and funding of such trust trustee shall not affect the obligation of be chosen by the Company to in its reasonable discretion. The Company shall pay the Delayed Cash Payment pursuant to this Section 19reasonable expenses of establishing and maintaining the trust.

Section 409A Compliance. Payments The parties intend that payments and benefits under this Agreement are designed comply with, or remain exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be made in a manner compliance therewith. In no event whatsoever shall the Corporation be liable for any additional tax, interest or penalty that is exempt from may be imposed on Executive by Section 409A or compliant damages for failing to comply with Section 409A 409A. (i) A termination of the U.S. Internal Revenue Code (the “Code”) as employment shall mean a “short-term deferralseparation from service” within the meaning of Section 409A and, references to a “termination,” and the provisions “termination of this Agreement will be administered, interpreted and construed accordingly (employment” or disregarded to the extent such provision cannot be so administered, interpreted, or construed). like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if, upon if Executive is deemed on the advice date of its counsel, the Company determines that the settlement of an RSU Share pursuant termination to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (be a “409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee employee” within the meaning of that term under Code Section 409A(a)(2)(B)(i409A(a)(2)(B), then with regard to any payment or benefit subject to Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the Code on six (6)-month period measured from the date of the Employee’s such “separation from service” of Executive, and (other than due B) the date of Executive’s death, to death) within the meaning of extent required under Section 1.409A-1(h) of the Treasury Regulations, 409A. Any such settlement payments and benefits shall be delayed until the earlier of (i) paid or reimbursed to Executive in a lump sum on the first business day following the expiration of six months from the Employee’s separation from servicedelay period, (ii) the date of the Employee’s death, and any remaining payments and benefits due under this Agreement shall be paid or (iii) such earlier date as complies provided in accordance with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon normal payment dates specified for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; andthem herein. (ii) To the Company extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such expenses or other reimbursements hereunder shall fund the payment of such cash be made on or prior to the Employee upon settlement last day of the taxable year following the taxable year in which such RSU Shareexpenses were incurred by Executive, including (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the interest expenses eligible for reimbursement, or in-kind benefits to be paid with respect thereto (collectivelyprovided, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under other taxable year. (iii) For purposes of Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not 409A, Executive’s right to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period receive any installment payments pursuant to this Section 18Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, but only the actual date of payment within the specified period shall be within the sole discretion of the Corporation. (iv) To the extent that the consideration period and revocation period for any release extends over more than one tax year, all payments will be made in the later tax year following the expiration of revocation period, subject to the extent permissible remaining requirements of the release. (v) No payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company will be subject to pay the Delayed Cash Payment pursuant to this offset unless otherwise permitted by Section 19.409A.

Section 409A Compliance. Payments (a) Notwithstanding any provisions of this Agreement to the contrary, to the extent (i) any payments to which Employee becomes entitled under this Agreement are designed Agreement, constitute deferred compensation subject to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (ii) as Employee is deemed at the time of such termination of employment to be a “short-term deferral,specified employee” as defined in the applicable Final Treasury Regulations under Section 409A of the Code, or any successor provision thereto, and (iii) at the time of Employee’s separation from service the Company is publicly traded (as defined in Section 409A of the Code) and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded Section 18(a) otherwise apply to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this AgreementEmployee, then such payment may or payments shall not be delayed to made or commence until the extent necessary to avoid 409A Taxes. In particular: earliest of (ax) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) expiration of the Code on six-month period measured from the date of the Employee’s “separation from service” Termination Date (other than due to death) within or, if earlier, the meaning date of Section 1.409A-1(h) death of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following Employee). Upon the expiration of six months from the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 18 shall be paid to Employee or Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); andbeneficiary in one lump sum. (b) if all It is intended that this Agreement comply with or any part be exempt from the provisions of such RSU Share has been converted into cash pursuant Section 409A of the Code and the Final Treasury Regulations and guidance of general applicability issued thereunder so as to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal not subject Employee to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the additional interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. (c) Notwithstanding any provision of this Agreement to the imposition of 409A Taxes. The establishment and funding of such trust shall not affect contrary, if the obligation 28-day period (consisting of the Company 21-day review period plus the seven day revocation period) described in paragraph 14 of this Agreement commences in one taxable year and ends in another taxable year, the Separation Payment shall be paid beginning on the first regularly scheduled payday in the later taxable year. (d) For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate and distinct payment and the right to pay a series of installment payments under this Agreement shall be treated as the Delayed Cash Payment pursuant right to this Section 19a series of separate and distinct payments.

Section 409A Compliance. Payments (a) The intent of the parties is that payments and benefits under this Agreement are designed to be made in a manner that is exempt from or compliant comply with Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder (the collectively “CodeCode Section 409A”) as a “short-term deferral,” and and, accordingly, to the provisions maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement will be administered, interpreted and construed accordingly (providing for the payment of any amounts or disregarded to the extent such provision cannot be so administered, interpreted, benefits upon or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice following a termination of its counsel, the Company determines employment that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax are considered “non-qualified deferred compensation” under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time unless such settlement termination is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is also a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of Code Section 1.409A-1(h) 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the Treasury Regulationsdate of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such settlement payment or benefit shall be delayed until made or provided at the date which is the earlier of (ix) the first business day following the expiration of the six months (6)-month period measured from the Employee’s date of such “separation from service” of Executive, and (iiy) the date of the EmployeeExecutive’s death, or (iii) such earlier date as complies with the requirements of Section 409A death (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for . Upon the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit expiration of the EmployeeDelay Period, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code all payments and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being benefits delayed during the Settlement Delay Period pursuant to this Section 18(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) For purposes of compliance with Code Section 409A, but only (A) all expenses or other reimbursements hereunder shall be made on or prior to the extent permissible under Section 409A last day of the U.S. Internal Revenue Code without taxable year following the imposition of 409A Taxes. The establishment taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit and funding of (C) no such trust reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall not in any way affect the obligation expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of the Company Code Section 409A, Executive’s right to pay the Delayed Cash Payment receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 19.409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Section 409A Compliance. Payments under This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 409A and the regulations thereunder shall be treated as a single entity to the extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement are designed to shall be made interpreted, construed and administered in a manner that is exempt from or compliant with Section 409A satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the U.S. Internal Revenue Code Treasury (collectively “Section 409A”). Where the term “Code”) as a “short-term deferralQualifying Termination,” “termination of employment” or “termination” or similar words and the provisions phrases describing termination of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary employment are used in this Agreement, if, upon such terms are to be read as satisfying the advice definition of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of in Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s 409A. It is understood that “separation from service, (ii) the date of the Employee’s death, ” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or (iii) such earlier date as complies provided in accordance with the requirements of Section 409A (to the “Settlement Delay Period”); and (b) if all extent that such reimbursements or any part of such RSU Share has been converted into cash in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, this Agreement that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash are taxable to the Employee upon settlement shall in no event be paid later than the end of the calendar year following the calendar year in which the Employee incurs such RSU Shareexpense or pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, including except as permitted by Section 409A, the interest right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result provided in any taxes or penalties becoming due under Section 409A(b)other taxable year. Such trust shall be a grantor trust described in Section 671 of To the U.S. Internal Revenue Code and intended not to cause tax to be incurred by extent that the Employee until Company reasonably determines that certain amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order under Section 1 or otherwise are subject to pay taxesSection 409A of the Code and the Employee is a specified employee, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible defined under Section 409A of the U.S. Internal Revenue Code without Code, such amounts shall be delayed six months following the imposition of Employee’s termination from employment to the extent required by Section 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19Code.

Section 409A Compliance. Payments Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement are designed shall be provided in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv), such that any in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be made provided in a manner that is exempt from or compliant with any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Code Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short105(b), and any in-term deferral,” kind benefits and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision canreimbursements shall not be so administered, interpreted, subject to liquidation or construed)exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, ifreimbursement requests must be timely submitted by Executive and, upon if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31st of the advice calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of its counselthe calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the Company determines that the settlement of an RSU Share maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Agreement is or may become subject the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the additional tax under Section 409A(a)(1)(B) of maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or any other taxes or penalties imposed Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “specified employee” (as determined by the Flora Growth in its discretion in accordance with applicable regulations under Code Section 409A (“409A Taxes”409A) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: of his separation from service (a) if the Employee is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i409A) from Flora Growth and each employer treated as a single employer with Flora Growth under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the Code on the date language “at least 50 percent” shall be used instead of the Employee’s “separation from service” at least 80 percent”) and if any amounts of nonqualified deferred compensation (other than due to death) within the meaning of Code Section 1.409A-1(h409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the Treasury Regulations, such settlement amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the expiration date of six months from the Employee’s such separation from service, (ii) the date death of the Employee’s deathExecutive, or (iii) such earlier date as complies with the requirements of on which payment is permitted under Code Section 409A (the “Settlement Delay Period”409A(a)(2)(B); and (b) if all or any part of , and such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by an amount equal to interest thereon for reason of a termination of employment from Flora Growth is treated as nonqualified deferred compensation (within the Settlement Delay Period at a rate equal to meaning of Code Section 409A), then instead of making such payment upon occurrence of the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; providedtermination of employment, however, that such rate payment shall be calculated on made at such time as Executive has a monthly average basis rather than separation from service (within the meaning of Code Section 409A) from Flora Growth and each employer treated as a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Sharesingle employer with Flora Growth, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19determined above.

Section 409A Compliance. Payments (1) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (provided by the Company or disregarded to incurred by Executive during the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, if, upon but in no event will any reimbursement be paid after the advice last day of its counselthe 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 will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (2) To the extent that any of the payments or benefits provided for in Section 4(c) are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A, the Company determines that the settlement of an RSU Share pursuant following interpretations apply to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular4: (a3) if the Employee is Any termination of Executive’s employment triggering payment of benefits under Section 4(d) must constitute a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of under Section 1.409A-1(h409A(a)(2)(A)(i) of the Treasury RegulationsCode and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service, such settlement shall any benefits payable under Section 4(c) that constitute deferred compensation under Section 409A of the Code will be delayed until after the date of a subsequent event constituting a separation of service. (4) If Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 4(c) that constitute non-qualified deferred compensation under Section 409A of the Code will be delayed until the earlier of (iA) the first business payroll day following the expiration six-month anniversary of six months from the Employee’s date his separation from serviceservice becomes effective, and (iiB) the first payroll day following the date of the EmployeeExecutive’s death, or (iii) such earlier date as complies with the requirements of Section 409A (the “Settlement Delay Period”); and (b) if all or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible necessary to avoid such penalties under Section 409A. On the earlier of (A) the first payroll day following the six-month anniversary of the date Executive’s separation from service becomes effective, and (B) Executive’s death, the Company will pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid Executive prior to that date under Section 4(c) of this Agreement. (5) It is intended that each installment of the payments and benefits provided under Section 4(c) of this Agreement will be treated as a separate “payment” for purposes of Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. Code. (6) The establishment and funding of such trust shall Company does not affect the obligation of the Company to pay the Delayed Cash Payment represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 19409A(a)(1) of the Code or any similar state statute or regulation. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive or any other person on account of non-compliance with Code Section 409A or any similar state statutes. (7) Neither the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

Section 409A Compliance. Payments under this (i) This Agreement are designed to shall be made interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither SBH nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a “short-term deferral,” and result of the provisions application of Section 409A of the Code. (ii) Notwithstanding anything in this Agreement will be administeredto the contrary, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, that any amount or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice benefit that would constitute non-exempt “deferred compensation” for purposes of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) 409A of the Code or any other taxes or penalties imposed under Section 409A (“409A TaxesNon-Exempt Deferred Compensation”) as applicable at would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless the time circumstances giving rise to such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning termination of Section 409A(a)(2)(B)(i) employment meet any description or definition of the Code on the date of the Employee’s “separation from service,” (other than due to death) within the meaning of in Section 1.409A-1(h) 409A of the Treasury RegulationsCode and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such settlement payment or distribution shall be delayed until made at the earlier time and in the form that would have applied absent the non-409A-conforming event. (iii) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of (i) the first business day following the expiration of six months from the EmployeeExecutive’s separation from serviceservice during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by SBH under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (iij)(4)(iii) the date (conflicts of the Employee’s deathinterest), or (iiij)(4)(vi) (payment of employment taxes): (A) the amount of such earlier date as complies with Non-Exempt Deferred Compensation that would otherwise be payable during the requirements six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of Section 409A the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Settlement Required Delay Period”); and and (bB) if all the normal payment or distribution schedule for any part remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such RSU Share has been converted into cash pursuant to term in Code Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for 409A and the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Planfinal regulations thereunder; provided, however, that such rate SBH’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be calculated on determined in accordance with rules adopted by the Board or a monthly average basis rather than a daily basis; and (ii) the Company committee thereof, which shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid applied consistently with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit to all nonqualified deferred compensation arrangements of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19SBH.

Section 409A Compliance. Payments under This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A in a manner consistent with Treas. Reg. § 1.409A-1 et seq. The Company and all entities treated as a single employer with the Company pursuant to Section 409A and the regulations thereunder shall be treated as a single entitiy to the extent required thereunder. To the extent payments and benefits are subject to Code § 409A, this Agreement are designed to shall be made interpreted, construed and administered in a manner that is exempt from or compliant with Section 409A satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the U.S. Internal Revenue Code Treasury (collectively “Section 409A”). Where the term “Code”) as a “short-term deferralQualifying Termination,” “termination of employment” or “termination” or similar words and the provisions phrases describing termination of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary employment are used in this Agreement, if, upon such terms are to be read as satisfying the advice definition of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due to death) within the meaning of in Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s 409A. It is understood that “separation from service, (ii) the date of the Employee’s death, ” shall be defined as referenced under Treas. Reg. § 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or (iii) such earlier date as complies provided in accordance with the requirements of Section 409A (to the “Settlement Delay Period”); and (b) if all extent that such reimbursements or any part of such RSU Share has been converted into cash in-kind benefits are subject to Section 409A. All expenses or other reimbursements paid pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, this Agreement that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash are taxable to the Employee upon settlement shall in no event be paid later than the end of the calendar year following the calendar year in which the Employee incurs such RSU Shareexpense or pays the related tax. With regard to any provision in this Agreement for reimbursement of costs and expenses or in-kind benefits, including except as permitted by Section 409A, the interest right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result provided in any taxes or penalties becoming due under Section 409A(b)other taxable year. Such trust shall be a grantor trust described in Section 671 of To the U.S. Internal Revenue Code and intended not to cause tax to be incurred by extent that the Employee until Company reasonably determines that certain amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order under Section 1 or otherwise are subject to pay taxesSection 409A of the Code and the Employee is a specified employee, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible defined under Section 409A of the U.S. Internal Revenue Code without Code, such amounts shall be delayed six months following the imposition of Employee’s termination from employment to the extent required by Section 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19Code.

Section 409A Compliance. Payments The intent of the Company is that payments and benefits under this Agreement which are designed considered “deferred compensation” subject to Code Section 409A and the regulations. and the guidance promulgated thereunder (collectively “Code Section 409A”) comply with Code Section 409A and be made and provided in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed)compliance therewith. Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particularAccordingly: (a) if the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) For purposes of the Code on Agreement, the date terms “terminate,” “termination,” “termination of the Employee’s employment,” and variations thereof, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. (other than due b) If on the date of “separation from service” Executive is deemed to death) be a “specified employee” within the meaning of that term under Code Section 1.409A-1(h) 409A(a)(2)(B), then with regard to any payment or the provision of the Treasury Regulationsany benefit payable or provided because of such separation from service that constitutes “deferred compensation” subject to Code Section 409A, such settlement payment or benefit shall be delayed until made or provided at the date which is the earlier of (iA) the first business day following the expiration of the six months (6)month period measured from the Employee’s date of such “separation from service, ,” and (iiB) the date of the Employeesuch individual’s death, or (iii) such earlier date as complies with the requirements of Section 409A death (the “Settlement Delay Period”); and. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due shall be paid or provided in accordance with the normal payment dates specified for them herein. (bc) if all The Agreement may be amended in any respect deemed by the Board or any part of such RSU Share has been converted into cash pursuant to Section 8 hereof, then: (i) upon settlement of such RSU Share, such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment of such cash to the Employee upon settlement of such RSU Share, including the interest Committee to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee necessary in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this preserve compliance with Code Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Cash Payment pursuant to this Section 19.409A.

Section 409A Compliance. Payments under this Agreement are designed to be made in a manner that is exempt from or compliant with Section 409A of the U.S. Internal Revenue Code (the “Code”) as a “short-term deferral,” and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes. In particular: (a) if the Employee This Agreement is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” (other than due intended to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, such settlement shall be delayed until the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service, (ii) the date of the Employee’s death, or (iii) such earlier date as complies comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and regulations promulgated thereunder. To the “Settlement Delay Period”extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c); and), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Indemnitee, directly or indirectly, designate the calendar year of payment. (b) if all All reimbursements provided under this Agreement shall be made or any part provided in accordance with the requirements of such RSU Share has been converted into cash pursuant to Section 8 hereof409A, then: including, where applicable, the requirement that (i) upon settlement any reimbursement is for expenses incurred during Indemnitee’s lifetime (or during a shorter period of such RSU Sharetime specified in this Agreement), such cash shall be increased by an amount equal to interest thereon for the Settlement Delay Period at a rate equal to the default rate credited to amounts deferred under the Company’s Deferred Compensation Plan; provided, however, that such rate shall be calculated on a monthly average basis rather than a daily basis; and (ii) the Company shall fund the payment amount of such cash to the Employee upon settlement of such RSU Share, including the interest to be paid with respect thereto (collectively, the “Delayed Cash Payment”), by establishing and irrevocably funding expenses eligible for reimbursement during a trust for the benefit of the Employee, but only if the establishment of such trust does not result in any taxes or penalties becoming due under Section 409A(b). Such trust shall be a grantor trust described in Section 671 of the U.S. Internal Revenue Code and intended not to cause tax to be incurred by the Employee until amounts are paid out from the trust to the Employee. The trust shall provide for distribution of amounts to the Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Settlement Delay Period pursuant to this Section 18, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code without the imposition of 409A Taxes. The establishment and funding of such trust shall calendar year may not affect the obligation expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the Company calendar year following the year in which the expense is incurred, and (iv) the right to pay the Delayed Cash Payment pursuant reimbursement is not subject to this Section 19.liquidation or exchange for another benefit. Indemnification Agreement – Cxxxxxxxxxx X. XxxxXXX