Common use of Section 409A Matters Clause in Contracts

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any provision in this This Agreement is intended to comply with the contrary, if Executive is a specified employee (within the meaning requirements of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other applicable guidance thereunder (“Section 409A”). To the extent that there is any ambiguity as to whether this Agreement (or any of its provisions) contravenes one or more requirements of Section 409A, such provision shall be interpreted and applied in a matter that does not result in a Section 409A violation. Without limiting the generality of the above: (a) For clarity, the severance benefits specified in this Agreement (the “CodeSeverance Benefits”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date are only payable upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” as defined in Section 409A. The Severance Benefits shall be deemed to be series of separate payments, with Company within each installment being treated as a separate payment. The time and form of payment of any compensation may not be deferred or accelerated to the meaning of extent it would result in an impermissible acceleration or deferral under Section 409A(a)(2)(A)(i409A. (b) of the Code and the applicable administrative guidance issued thereunder. To the extent that this Agreement contains payments which are subject to Section 409A (as opposed to exempt from Section 409A), the Executive’s rights to such payments are not subject to anticipation, alienation, sale, transfer, pledge, encumbrance, attachment or garnishment and, where applicable, may only be transferred by will or the laws of descent and distribution. (c) To the extent the Severance Benefits are intended to be exempt from Section 409A as a result of an “involuntary separation from service” under Section 409A, if all conditions necessary to establish the Executive’s entitlement to such Severance Benefits have been satisfied, all Severance Benefits shall be paid or provided in full no later than December 31st of the Code second calendar year following the calendar year in which the Executive’s employment terminated unless another time period is applicable. (d) If the Employee is a “specified employee” (as defined in Section 409A) on the termination date and a delayed payment is required by Section 409A to avoid a prohibited distribution under Section 409A, then no Severance Benefits that constitute “non-qualified deferred compensation” under Section 409A shall be paid until the earlier of (i) the first day of the 7th month following the date of the Executive’s “separation from service” as defined in Section 409A, or (ii) the date of the Executive’s death. Upon the expiration of the applicable to deferral period, all payments deferred under this clause shall be paid in a lump sum and any remaining severance benefits shall be paid per the schedule specified in this Agreement, the provisions of . (e) The Company makes no representation that this Agreement shall will be interpreted exempt from or compliant with Section 409A and makes no affirmative undertaking to preclude Section 409A from applying, but does reserve the right to unilaterally amend this Agreement as may be necessary or advisable to comply permit the Agreement to be in documentary and operational compliance with such section and Section 409A which determination will be made in the applicable administrative guidance issued thereundersole discretion of the Company.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is Employee upon termination of Employee’s employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-1(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following Employee’s separation from service, or if later, such time as required by Section 6(c). Except as required by 6(c), any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments will be made as provided herein. (c) If Employee is deemed at the time of such separation from service to be a “specified” employee under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of ExecutiveEmployee’s death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, the Employee and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in this This Agreement is intended to comply with the contrary, if Executive is a specified employee (within the meaning requirements of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other applicable guidance thereunder (“Section 409A”). To the extent that there is any ambiguity as to whether this Agreement (or any of its provisions) contravenes one or more requirements of Section 409A, such provision shall be interpreted and applied in a matter that does not result in a Section 409A violation. Without limiting the generality of the above: (a) For clarity, the severance benefits specified in this Agreement (the “CodeSeverance Benefits”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date are only payable upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” as defined in Section 409A. The Severance Benefits shall be deemed to be series of separate payments, with Company within each installment being treated as a separate payment. The time and form of payment of any compensation may not be deferred or accelerated to the meaning of extent it would result in an impermissible acceleration or deferral under Section 409A(a)(2)(A)(i409A. (b) of the Code and the applicable administrative guidance issued thereunder. To the extent that this Agreement contains payments which are subject to Section 409A (as opposed to exempt from Section 409A), the Executive’s rights to such payments are not subject to anticipation, alienation, sale, transfer, pledge, encumbrance, attachment or garnishment and, where applicable, may only be transferred by will or the laws of descent and distribution. (c) To the extent the Severance Benefits are intended to be exempt from Section 409A as a result of an “involuntary separation from service” under Section 409A, if all conditions necessary to establish the Executive’s entitlement to such Severance Benefits have been satisfied, all Severance Benefits shall be paid or provided in full no later than December 31st of the Code second calendar year following the calendar year in which the Executive’s employment terminated unless another time period is applicable. (d) If the Employee is a “specified employee” (as defined in Section 409A) on the termination date and a delayed payment is required by Section 409A to avoid a prohibited distribution under Section 409A, then no Severance Benefits that constitute “non-qualified deferred compensation” under Section 409A shall be paid until the earlier of (i) the first day of the 7th month following the date of Employee’s “separation from service” as defined in Section 409A, or (ii) the date of Employee’s death. Upon the expiration of the applicable to deferral period, all payments deferred under this clause shall be paid in a lump sum and any remaining severance benefits shall be paid per the schedule specified in this Agreement, the provisions of . (e) The Company makes no representation that this Agreement shall will be interpreted exempt from or compliant with Section 409A and makes no affirmative undertaking to preclude Section 409A from applying, but does reserve the right to unilaterally amend this Agreement as may be necessary or advisable to comply permit the Agreement to be in documentary and operational compliance with such section and Section 409A which determination will be made in the applicable administrative guidance issued thereundersole discretion of the Company.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or provision of any benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment or provision of such benefit is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunderthereunder and all amounts that may be paid or benefits that may be provided hereunder shall be considered separate payments. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “"separation from service” " with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any This Agreement is intended to comply with Section 409A, including the exceptions thereto, and will be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. If a provision of the Agreement would result in the imposition of an applicable tax under Section 409A, the Parties agree that such provision shall be amended to the extent permitted by Section 409A to avoid imposition of the applicable tax, with such amendment effected in a manner that has the most favorable result to Executive. For purposes of Section 409A, each payment or amount provided for or due under this Agreement shall be considered a separate payment, and Executive’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments. Any payments to be made under this Agreement in connection with Executive’s termination of employment shall only be made if such termination of employment constitutes a “separation from service” as defined in Section 409A. If (i) Executive is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Paragraph 7(j), and (ii) any payment due under this Agreement is subject to the contrary, if Section 409A and is required to be delayed under Section 409A because Executive is a specified employee employee, that payment shall be payable on the earlier of (within the meaning of Section 409A(a)(2)(B)(iA) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date business day that is six months after Executive’s separation from service service, as such term is defined in Section 409A, (B) the date of Executive’s death, or if (C) the date that otherwise complies with the requirements of Section 409A. This Paragraph 7(j) shall be applied by accumulating all payments that otherwise would have been paid within six months after Executive’s separation and paying such date does not fall accumulated amounts on a the earliest business day which complies with the requirements of CompanySection 409A. For purposes of determining the identity of specified employees, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Board may establish procedures as it deems appropriate in accordance with Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.409A.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(ia) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code)This Agreement, and the payment benefits and compensation provided pursuant to this Agreement, are intended to comply with or qualify for an exemption from Section 409A and this Agreement and all incentive compensation awards referred to herein shall be construed and administered accordingly. It is the intention of any amount the parties that payments or benefit benefits payable under this Agreement not be subject to the additional tax or on behalf interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are subject to Section 409A and are or could become subject to additional tax or interest imposed pursuant to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed. Executive shall, at the request of Employer, take any reasonable action (or refrain from taking any action) required to comply with any correction procedure promulgated pursuant to Section 409A. (b) If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A 409A, Employer in its sole discretion may accelerate some or all of a payment otherwise payable under the Code because Agreement to the timing time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation §1.409A-3(j)(vii). (c) No payment under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation §1.409A-3(j)(4) or (ii) a payment that would otherwise not delayed be subject to additional taxes and interest under Section 409A. (d) The right to each payment described in this Agreement shall be treated as provided a right to a series of separate payments and a separately identifiable payment for purposes of Section 409A. (e) The definition of Good Reason in Section 409A(a)(2)(B)(i6.1 herein is intended to constitute “good reason” as such term is used in Treas. Reg. §1.409A-1(n)(2) of and shall be interpreted and construed accordingly, and to the Code maximum extent permitted by Section 409A and the regulations guidance thereunder, then a termination for Good Reason shall be an “involuntary separation from service” as such term is used in Treas. Reg. §1.409A-1(n). For purposes of any such payment or benefit payments under this Agreement that Executive would otherwise are to be entitled made with reference to during the first six months following the date of termination of Executive’s employment, “termination” (or any similar term) shall mean “separation from service (service” with Employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder) shall be accumulated , and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Employer when, and only when, Executive incurs a “separation from service” with Company Employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder. (f) To the extent any payments of Severance Pay pursuant to Section 5.2 or 6.2: (i) are paid during the period from the date of Executive’s separation from service through March 15th of the year following such separation from service, such payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short term deferral rule” set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (ii) are paid following said March 15, such payments are intended to constitute separate payments (for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations) made upon an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision; and (iii) are in excess of the amounts specified in clauses (i) and (ii) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the distribution requirements of Section 409A, including the requirement of Section 409A(2)B)(i) of the Code that certain payments upon separation from service be delayed until 6 months following separation from service. If, on the date of Executive’s separation from service, Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and applicable administrative guidance issued thereunder, and as a result of such separation from service Executive would receive any payment that would be subject to delay of payment under such guidance, then any such payment shall be made on the date that is the earliest of: six(6) months after Executive’s separation from service, (ii) Executive’s date of death, or (iii) such other earliest date for which such payment will not be subject to additional tax or interest imposed by Section 409A. (g) Notwithstanding anything in this Agreement to the contrary, no Change of Control shall be deemed to have occurred under this Agreement unless such Change of Control constitutes a “change in control event” as such term is used in Treas. Reg. §1.409A-3(i)(5)(i). (h) The preceding provisions shall not be construed as a guarantee by Employer or Company of any particular tax effect with respect to amounts paid to Executive pursuant to this Agreement. Neither Employer nor Company, nor any of their officers, directors, agents or affiliates, shall be obligated, directly or indirectly, to Executive or any other person for any taxes, penalties, interest or like amounts that may be imposed on Executive or any other person on account of any amounts payable under this Agreement or upon failure to comply with the Code.

Section 409A Matters. Notwithstanding any provision in It is the intent of the parties hereto that, to the extent permitted, all payments and benefits provided pursuant to this Agreement qualify as short-term deferrals, as defined in Treasury Regulation §1.409A-1(a)(4), separation pay due to the contraryan involuntary separation from service under Treasury Regulation §1.409A-1(b)(9)(iii), if Executive reimbursement of medical benefits under Treasury Regulation §1.409A-1(b)(9)(v)(B), and/or limited payments, as defined in Treasury Regulation §1.409A-1(b)(9)(v)(D). If (a) it is a specified employee determined that any payments or benefits provided pursuant to this Agreement that are paid upon “separation from service” (within the meaning of as that term is used in Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other applicable administrative guidance promulgated thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under (collectively, “Section 409A”)) constitute deferred compensation for purposes of Section 409A of (after taking into account the Code), exceptions listed in the prior sentence and/or any other applicable exceptions) and (b) the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed a “specified employee” (as provided that term is used in Section 409A(a)(2)(B)(i409A) of on the Code date on which the separation from service occurs, such payments or benefits (or portions thereof) that constitute deferred compensation and the regulations thereunder, then any such payment that are to be paid or benefit that Executive would otherwise be entitled to provided during the first six months (6) month period following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall not be accumulated and paid or provided, as applicable, on provided until the first business day after the date that is six (6) months after following the Executive’s separation from service or, if the Executive dies during such six (or if such date does not fall 6) month period, on a the first business day after the date of Company, the next following business day Executive’s death. The payment that is made pursuant to the prior sentence shall include the cumulative amount of Company), any amounts that could not be paid during the six (6) month period. All other payments or such earlier date upon which such amount can benefits under this Agreement shall be paid or provided in accordance with the applicable provision of this Agreement. Each installment payment under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive this Agreement shall be entitled to receive the maximum amount permissible treated as a separate payment as defined under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amountTreasury Regulation §1.409A-2(b)(2). For all purposes of under this Agreement, Executive references to termination of the Executive’s employment and similar terms shall be considered interpreted to have terminated employment with Company when Executive incurs a mean “separation from service,” with Company within as that term is used in Section 409A, and the meaning Executive’s employment shall not be deemed to have terminated for purposes of Section 409A(a)(2)(A)(i) 4 unless and until a separation from service shall have occurred for purposes of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.409A.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(ia) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code)This Agreement, and the payment benefits and compensation provided pursuant to this Agreement, are intended to comply with or qualify for an exemption from Section 409A and this Agreement and all incentive compensation awards referred to herein shall be construed and administered accordingly. It is the intention of any amount the parties that payments or benefit benefits payable under this Agreement not be subject to the additional tax or on behalf interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are subject to Section 409A and are or could become subject to additional tax or interest imposed pursuant to Section 409A, the parties shall cooperate to amend this Agreement with the goal of Executive giving Employee the economic benefits described herein in a manner that does not result in such tax or interest being imposed. Employee shall, at the request of Employer, take any reasonable action (or refrain from taking any action) required to comply with any correction procedure promulgated pursuant to Section 409A. (b) If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A 409A, Employer in its sole discretion may accelerate some or all of a payment otherwise payable under the Code because Agreement to the timing time at which such amount is includible in the income of Employee, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation §1.409A-3(j)(vii). (c) No payment under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation §1.409A-3(j)(4) or (ii) a payment that would otherwise not delayed be subject to additional taxes and interest under Section 409A. (d) The right to each payment described in this Agreement shall be treated as provided a right to a series of separate payments and a separately identifiable payment for purposes of Section 409A. (e) The definition of Good Reason in Section 409A(a)(2)(B)(i6.1 herein is intended to constitute “good reason” as such term is used in Treas. Reg. §1.409A-1(n)(2) of and shall be interpreted and construed accordingly, and to the Code maximum extent permitted by Section 409A and the regulations guidance thereunder, then a termination for Good Reason shall be an “involuntary separation from service” as such term is used in Treas. Reg. §1.409A-1(n). For purposes of any such payment or benefit payments under this Agreement that Executive would otherwise are to be entitled made with reference to during the first six months following the date of Executivetermination of Employee’s employment, “termination” (or any similar term) shall mean “separation from service (service” with Employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder) shall be accumulated , and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive Employee shall be considered to have terminated employment with Company when Executive Employer when, and only when, Employee incurs a “separation from service” with Company Employer within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder. (f) To the extent any payments of Severance Pay pursuant to Section 5.2 or 6.2: (i) are paid during the period from the date of Employee’s separation from service through March 15th of the year following such separation from service, such payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short term deferral rule” set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (ii) are paid following said March 15, such payments are intended to constitute separate payments (for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations) made upon an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision; and (iii) are in excess of the amounts specified in clauses (i) and (ii) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the distribution requirements of Section 409A, including the requirement of Section 409A(2)B)(i) of the Code that certain payments upon separation from service be delayed until 6 months following separation from service. If, on the date of Employee’s separation from service, Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and applicable administrative guidance issued thereunder, and as a result of such separation from service Employee would receive any payment that would be subject to delay of payment under such guidance, then any such payment shall be made on the date that is the earliest of: six(6) months after Employee’s separation from service, (ii) Employee’s date of death, or (iii) such other earliest date for which such payment will not be subject to additional tax or interest imposed by Section 409A. (g) Notwithstanding anything in this Agreement to the contrary, no Change of Control shall be deemed to have occurred under this Agreement unless such Change of Control constitutes a “change in control event” as such term is used in Treas. Reg. §1.409A-3(i)(5)(i). (h) The preceding provisions shall not be construed as a guarantee by Employer or Company of any particular tax effect with respect to amounts paid to Employee pursuant to this Agreement. Neither Employer nor Company, nor any of their officers, directors, agents or affiliates, shall be obligated, directly or indirectly, to Employee or any other person for any taxes, penalties, interest or like amounts that may be imposed on Employee or any other person on account of any amounts payable under this Agreement or upon failure to comply with the Code.

Section 409A Matters. (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Code and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, "Section 409A") or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Executive's employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. (b) Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive provided for herein would be subject to additional taxes and interest under Section 409A if Executive's receipt of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during is not delayed until the first six months following earlier of (i) the date of Executive’s separation from service 's death or (within the meaning of Section 409A(a)(2)(A)(iii) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service the Termination Date (such date, the "Section 409A Payment Date"), then such payment or benefit shall not be provided to Executive (or Executive's estate, if such date does not fall on a business day of Companyapplicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the next following business day of Company)Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or such earlier date upon which such amount can be paid or provided under compliant with, Section 409A and in no event shall any the Company or any of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall its affiliates be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition liable for all or any portion of any additional tax taxes, penalties, interest or penalties other expenses that may be incurred by Executive on such amount. For all purposes account of this Agreement, Executive shall be considered to have terminated employment non-compliance with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.409A.

Section 409A Matters. Notwithstanding any provision in this This Agreement is intended to the contrary, if Executive is a specified employee (within the meaning of comply with Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations (“Section 409A”), or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Severance benefits provided under this Agreement are intended to be exempt from Section 409A under the “separation pay exception” to the maximum extent applicable. Further, any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable administrative guidance thereunder exception. All separation payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. If a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. All reimbursements and determined in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any method selected reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. If the Executive is treated as a “specified employee” (as determined by the Company that is permitted under the in its discretion in accordance with applicable regulations issued under Section 409A of the Code), and ) at the payment time of any amount his or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s her separation from service (within the meaning of Section 409A(a)(2)(A)(i409A of the Code) from the Company and each employer treated as a single employer with the Company under Section 414(b) or (c) of the Code Code, and applicable administrative guidance thereunderif any amount(s) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service of nonqualified deferred compensation (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i409A of the Code) are payable under this Agreement by reason of the Employee’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six month period following the Employee’s separation from service will be delayed until the earlier of (i) the first business day which is at least six months and one day following the date of such separation from service, (ii) the death of the Employee, or (iii) such earlier date on which payment is permitted under Section 409A(a)(2)(B) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderCode.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is Employee upon termination of Employee's employment unless such termination constitutes a specified employee ("separation from service" within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l (h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the "Deferred Payments"), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following Employee's separation from service, or if later, such time as required by Section 6(c). Except as required by 6(c), any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee's separation from service but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee's separation from service and the remaining payments will be made as provided herein. (c) If Employee is deemed at the time of such separation from service to be a "specified" employee under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of Employee's "separation from service" (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following (ii) the date of Executive’s Employee's death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's separation from service from the Company constitute deferred compensation, subject to receive the maximum amount permissible under Section 409A of the Code Code, the Employee and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in For purposes of this Agreement Agreement, no payment shall be made to the contrary, if Executive is upon termination of the Executive’s employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l(h) of the regulations issued promulgated thereunder. To the extent any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”) and if the Executive is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the 6-month period measured from the date of the Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because Code) with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of the Executive’s death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional 20% tax for which the Executive shall would otherwise be entitled to receive the maximum amount permissible liable under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i409A(a)(l)(B) of the Code and in the absence of such deferral. Upon the expiration of the applicable administrative guidance issued thereunderdeferral 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 paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum. To the extent that Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 409A 1.409A-2(b)(2) of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.”

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is you upon termination of your employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-1(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following your separation from service, or if later, such time as required by Section 6(c). Except as required by 6(c), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided herein. (c) If you are deemed at the time of such separation from service to be a “specified” employee under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)‑month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s your death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to you or your beneficiary in one lump sum. (d) To the extent any payments to which you becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, you and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is Employee upon termination of Employee’s employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following Employee’s separation from service, or if later, such time as required by Section 6(c). Except as required by Xxxxx Xxxxxxxxx March 23,2012 Page4 (c) If Employee is deemed at the time of such separation from service to be a “specified” employee under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of ExecutiveEmployee’s death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l )(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) To the extent any payments to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, the Employee and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. It is intended that all of the severance benefits and other payments payable under the Original Letter, as amended by this Amended Letter, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, will be construed and interpreted in a manner that makes such amounts compliant with the requirements Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision in this Agreement to the contrarycontrary herein, if Executive you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments or benefits due upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a specified employee (within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued related adverse taxation under Section 409A 409A, such payments shall not be provided to you prior to the earliest of (i) the Code), and the payment expiration of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation measured from service that will not result in the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any additional tax remaining payments due shall be paid as otherwise provided herein or penalties in the applicable agreement. No interest shall be due on such amountany amounts so deferred. For all purposes of this AgreementAmended Letter, Executive any reference to termination of employment shall be considered construed to have terminated employment with Company when Executive incurs mean a “separation Separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderService.

Section 409A Matters. a. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, "Section 409A") or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Executive's employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. b. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive provided for herein would be subject to additional taxes and interest under Section 409A if Executive's receipt of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during is not delayed until the first six months following earlier of (i) the date of Executive’s separation from service 's death or (within the meaning of Section 409A(a)(2)(A)(iii) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service the Date of Termination (such date, the "Section 409A Payment Date"), then such payment or benefit shall not be provided to Executive (or Executive's estate, if such date does not fall on a business day of Companyapplicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the next following business day of Company)Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or such earlier date upon which such amount can be paid or provided under compliant with, Section 409A and in no event shall any the Company or any of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall its affiliates be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition liable for all or any portion of any additional tax taxes, penalties, interest or penalties other expenses that may be incurred by Executive on such amount. For all purposes account of this Agreement, Executive shall be considered to have terminated employment non-compliance with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.409A.

Section 409A Matters. Notwithstanding any provision anything to the contrary in this Agreement to the contraryor elsewhere, if Executive is you are a “specified employee employee” as determined pursuant to Section 409A of the Code and its implementing regulations (“Section 409A”) as of the date of your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A(a)(2)(B)(i409A and (y) of cannot be paid or provided in the Internal Revenue Code of 1986manner otherwise provided without subjecting you to “additional tax”, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued interest or penalties under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder409A, then any such payment or benefit that Executive would otherwise be entitled to is payable during the first six months following the date of Executive’s your “separation from service (service” shall be paid or provided to you in a cash lump-sum on the first business day of the seventh calendar month following the month in which your “separation from service” occurs. In addition, any payment or benefit due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) 409A shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can only be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs you upon a “separation from service” with Company within as defined in Section 409A. For the meaning purposes of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, amounts payable under this Section 10 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulation Section 1.409A-1 through A-6.

Section 409A Matters. Notwithstanding any provision in this This Agreement is intended to comply with the contrary, if Executive is a specified employee (within the meaning requirements of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (and the “Code”), Treasury Regulations and other applicable administrative guidance thereunder ("Section 409A"). To the extent that there is any ambiguity as to whether this Agreement (or any of its provisions) contravenes one or more requirements of Section 409A, such provision shall be interpreted and determined applied in accordance with any method selected by Company a matter that is permitted under the regulations issued under does not result in a Section 409A violation. The Company makes no representation that this Agreement will be exempt from or compliant with Section 409A and makes no affirmative undertaking to preclude Section 409A from applying. Notwithstanding any provision of the Code), and the payment of any amount or benefit under this Agreement to the contrary, in the event the Employee is a "specified employee" (as defined in Section 409A) on the termination date, any payment or on behalf of Executive would be benefit hereunder is determined to constitute nonqualified deferred compensation subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder409A, then any to the extent necessary to comply with Section 409A, such payment or benefit that Executive would otherwise shall not be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid made, provided or provided, as applicable, on the date that is commenced until six months after the Executive’s separation from service (or if such date does not fall on a business day 's termination of Companyemployment. Lump sum payments will be made, without interest, as soon as administratively practicable following the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder six-month delay. Any installments otherwise due during the six-month period delay will be paid in a lump sum, without interest, as soon as administratively practicable following his separation from service that the six-month delay, and the remaining installments will not result be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment in the imposition series of any additional tax or penalties on such amount. For all separate payments shall be analyzed separately for purposes of this Agreementdetermining whether such payment is subject to, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation or exempt from service” with Company within compliance with, the meaning requirements of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder409A. 18.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is you upon termination of your employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-1(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following your separation from service, or if later, such time as required by Section 6(c). Except as required by Section 6(c), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on or around the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided herein. (c) If you are deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)‑month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because Code) with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s your death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to you or your beneficiary in one lump sum. (d) To the extent any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, you and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. 8.2.1 It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. 8.2.2 Notwithstanding any provision anything to the contrary in this Agreement to the contraryAgreement, if the Employer determines (i) that on the date of the Executive’s separation from service or at such other time that the Employer determines to be relevant, the Executive is a “specified employee employee” (within the meaning of Section 409A(a)(2)(B)(ias such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Internal Revenue Employer and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the first day of 1986the seventh month following the Executive’s separation from service, as amended (or such earlier date that is sufficient to avoid the “Code”)imposition of any Section 409A Taxes. 8.2.3 Notwithstanding anything to the contrary in this Agreement, all reimbursements and applicable administrative guidance thereunder and determined in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with any method selected by Company that is permitted under the regulations issued under requirements of Section 409A of the Code, including, where applicable, the requirement 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, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the payment right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 8.2.4 All payments to be made upon a termination of any amount or benefit employment under this Agreement to or on behalf of Executive would may only be subject to additional taxes and interest made upon a “separation from service” under Section 409A of the Code because to the timing extent necessary in order to avoid the imposition of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, penalty taxes on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Executive pursuant to Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderCode.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is you upon termination of your employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following your separation from service, or if later, such time as required by Section 8(c). Except as required by Section 8(c), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on or around the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided herein. (c) If you are deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because Code) with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s your death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to you or your beneficiary in one lump sum. (d) To the extent any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, you and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six (6) months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six (6) months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month six (6)-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is you upon termination of your employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following your separation from service, or if later, such time as required by Section 7(c). Except as required by Section 7(c), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on or around the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided herein. (c) If you are deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because Code) with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s your death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable Xxxxxxxxx Xxxxx May 23, 2023 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 paragraph shall be paid to you or your beneficiary in one lump sum. (d) To the extent any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, you and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive Employee is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or provision of any benefit under this Agreement to or on behalf of Executive Employee would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment or provision of such benefit is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive Employee would otherwise be entitled to during the first six months following the date of ExecutiveEmployee’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after ExecutiveEmployee’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive Employee shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive Employee shall be considered to have terminated employment with Company when Executive Employee incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunderthereunder and all amounts that may be paid or benefits that may be provided hereunder shall be considered separate payments. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any provision in (a) For purposes of this Agreement Agreement, no payment will be made to the contrary, if Executive is you upon termination of your employment unless such termination constitutes a specified employee (“separation from service” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under Section 1.409A-l(h) of the regulations issued promulgated thereunder. (b) To the extent any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the sixtieth (60th) day following your separation from service, or if later, such time as required by Section 8(c). Except as required by Section 8(c), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on or around the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided herein. (c) If you are deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code), and then any Deferred Payment(s) shall not be made or commence until the payment earliest of any amount or benefit under this Agreement to or on behalf (i) the expiration of Executive would be subject to additional taxes and interest the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code because Code) with the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(iCompany or (ii) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s your death following such separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interestservice; provided, however, that Executive such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of 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 paragraph shall be paid to you or your beneficiary in one lump sum. (d) To the extent any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your separation from service from the Company constitute deferred compensation subject to receive the maximum amount permissible under Section 409A of the Code Code, you and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional Company may make changes to this Agreement to avoid adverse tax or penalties on such amount. For all consequences under Section 409A. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i1.409A-2(b)(2) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderTreasury Regulations.

Section 409A Matters. Notwithstanding any provision in It is the intent of the parties hereto that, to the extent permitted, the payments and benefits provided pursuant to this Agreement qualify as short-term deferrals, as defined in Treasury Regulation §1.409A-1(a)(4), separation pay due to the contraryan involuntary separation from service under Treasury Regulation §1.409A-1(b)(9)(iii), if Executive reimbursement of medical benefits under Treasury Regulation §1.409A-1(b)(9)(v)(B), and/or limited payments, as defined in Treasury Regulation §1.409A-1(b)(9)(v)(D). If (a) it is a specified employee determined that any payments or benefits provided pursuant to this Agreement that are paid upon “separation from service” (within the meaning of as that term is used in Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other applicable administrative guidance promulgated thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under (collectively, “Section 409A”)) constitute deferred compensation for purposes of Section 409A of (after taking into account the Code), exceptions listed in the prior sentence and/or any other applicable exceptions) and (b) the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed a “specified employee” (as provided that term is used in Section 409A(a)(2)(B)(i409A) of on the Code date on which the separation from service occurs, such payments or benefits (or portions thereof) that constitute deferred compensation and the regulations thereunder, then any such payment that are to be paid or benefit that Executive would otherwise be entitled to provided during the first six months (6) month period following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall not be accumulated and paid or provided, as applicable, on provided until the first business day after the date that is six (6) months after following the Executive’s separation from service or, if the Executive dies during such six (or if such date does not fall 6) month period, on a the first business day after the date of Company, the next following business day Executive’s death. The payment that is made pursuant to the prior sentence shall include the cumulative amount of Company), any amounts that could not be paid during the six (6) month period. All other payments or such earlier date upon which such amount can benefits under this Agreement shall be paid or provided in accordance with the applicable provision of this Agreement. Each installment payment under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive this Agreement shall be entitled to receive the maximum amount permissible treated as a separate payment as defined under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amountTreasury Regulation §1.409A-2(b)(2). For all purposes of under this Agreement, Executive references to termination of the Executive’s employment and similar terms shall be considered interpreted to have terminated employment with Company when Executive incurs a mean “separation from service,” with Company within as that term is used in Section 409A, and the meaning Executive’s employment shall not be deemed to have terminated for purposes of Section 409A(a)(2)(A)(i) 4 unless and until a separation from service shall have occurred for purposes of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.409A.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by the Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six (6) months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six (6) months after Executive’s separation from service (or if such date does not fall on a business day of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company when Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that any reimbursements pursuant to this Agreement are taxable to the Executive, any reimbursement payment due to the Executive pursuant to such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The Executive agrees to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. The reimbursements and benefits pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such reimbursements and benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive receives in any other taxable year. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six (6) months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six (6) months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that any reimbursements pursuant to this Agreement are taxable to the Executive, any reimbursement payment due to the Executive pursuant to such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The Executive agrees to provide 9050608_1.docx prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. The reimbursements and benefits pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such reimbursements and benefits that the Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that the Executive receives in any other taxable year. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

Section 409A Matters. It is intended that all of the severance benefits and other payments payable under the Original Letter, as amended by this Amended Letter, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, will be construed and interpreted in a manner that makes such amounts compliant with the requirements Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments hereunder (whether reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision in this Agreement to the contrarycontrary herein, if Executive you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments or benefits due upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a specified employee (within the meaning of prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued related adverse taxation under Section 409A 409A, such payments shall not be provided to you prior to the earliest of (i) the Code), and the payment expiration of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such date does not fall on a business day of Company, the next following business day of Company), or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation measured from service that will not result in the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any additional tax remaining payments due shall be paid as otherwise provided herein or penalties in the applicable agreement. No interest shall be due on such amountany amounts so deferred. For all purposes of under this Agreement, Executive references to termination of employment shall be considered to have terminated employment with Company when Executive incurs mean a “separation Separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunderService.