Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and (z) paid in a lump sum during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not be liquidated or exchanged for any other benefitDay Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein to If the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is deemed a “"specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company " within the meaning of Section 409A of the Code. Notwithstanding anything to , as determined by the contrary hereinCommittee, except to at a time when the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral Employee becomes eligible for settlement of compensation” the Restricted Stock Units upon his/her "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (xi) the amount date that is six months following the Employee's separation from service and (ii) the Employee's death. It is the intent that this Restricted Stock Unit Award shall comply with the requirements of expenses eligible for reimbursement or in-kind benefits provided Section 409A, and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the Executive during extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any calendar year additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A if compliance is not practical; provided, however, that nothing in this paragraph creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representation that the terms of this Restricted Stock Unit Award Agreement will comply with Section 409A or that payments under this Restricted Stock Unit Award Agreement will not affect be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A. In no event shall the amount Company or any of expenses eligible for reimbursement or in-kind benefits provided its Subsidiaries be liable to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged party for any other benefit.additional tax, interest or penalties that may be imposed on the Employee by Section 409A or any damages for failing to comply with Section 409A.

Section 409A of the Code. Notwithstanding anything herein If any payment or entitlement provided to the contrary, if at Participant hereunder in connection with the time of the ExecutiveParticipant’s termination of employment with the Companyemployment, the Company has determined that the Executive is a determined, in whole or in part, to constitute “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are nonqualified deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: Code (x“Section 409A”) and the amount Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), no part of expenses eligible such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination or earlier death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of termination and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. A termination of employment shall not be deemed to have occurred for reimbursement purposes of any provision of this Agreement providing for the payment of any amounts or inbenefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Participant that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Participant agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Participant the after-kind benefits tax economic equivalent of what otherwise has been provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided Participant pursuant to the Executive in terms of this Agreement, and provided further, that any deferral of payments or other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed benefits shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right only for such time period as may be required to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.comply with Section 409A.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to It is intended that the contrary, if at the time PIPR Units shall comply with or shall be exempt from Section 409A of the Executive’s termination of employment with Code. In the Company, the Company has event that it shall be determined that the Executive is a “specified employee” as defined PIPR Units are subject to and are not in compliance with Section 409A of the Code and any severance payments and benefits payment that is paid or payable in respect of the PIPR Units pursuant to Executive this Agreement, the Plan or the Operating Agreement is subject to the additional tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Member incurs the additional tax) or any penalties are considered a “deferral of compensation” incurred by the Member with respect to such additional tax or any premium interest tax under Section 409A of the Code (such tax, together with any such penalties and premium interest tax, are hereinafter collectively referred to as the “Deferred Payments409A Tax”), then the Member shall be entitled to receive an additional payment (an “Indemnity Payment”) in an amount such Deferred Payments that are otherwise payable within after payment by the first six months following Member of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and 409A Tax imposed upon the Termination Date will become payable on Indemnity Payment, the first business day Member retains an amount of the seventh month following Indemnity Payment equal to the Executive’s Termination Date409A Tax imposed upon the payments. All determinations required to be made under this Section 13, or if earlier including whether and when a Indemnity Payment is required and the date amount of such Indemnity Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Managing Members in accordance with Section 5.05 of the Executive’s deathOperating Agreement. In the event that payments under this Agreement are deferred Any Indemnity Payment, as determined pursuant to this Section 14(h)13, then such payments shall be paid at by Lazard Group to the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation Member within 30 days of the provisions receipt of the Managing Members’ determination; provided that, the Indemnity Payment shall in all events be paid no later than the end of the Member’s taxable year next following the Member’s taxable year in which the 409A Tax (and any income or other related taxes or interest or penalties thereon) on a payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14(h) provided13, that neither the Company nor any of Lazard Group may, in its employees or representatives shall have any liability sole discretion, following reasonable notice to the Executive with respect thereto. Any amount under this Agreement that satisfies Member, withhold and pay over to the requirements Internal Revenue Service or any other applicable taxing authority, for the benefit of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) Member, all or any portion of any Indemnity Payment, and the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made Member hereby consents to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeituresuch withholding. For purposes of Section 409A of the Code, each installment payable to the right Member pursuant to a series of installment payments under this Agreement shall be treated as a right deemed to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute be a “deferral of compensationseparate payment” within the meaning of Treas. Reg. Section 409A 1.409A-2(b)(iii) or any successor thereto. The provisions of Section 12 of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan are hereby incorporated by reference.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Agreement comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series and all provisions of installment payments under this Agreement shall be treated as construed and interpreted in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company requirements for avoiding taxes or penalties under Section 409A of the Code. If, at the time of your separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything ), (a) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Company shall make a good faith determination that an amount payable under this Agreement does not constitute a or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “deferral of compensation” Company Plans”) constitutes deferred compensation (within the meaning of Section 409A of the Code: (x) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of expenses eligible the seventh month following such separation from service. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for reimbursement your benefit under any Company Plan may not be reduced by, or in-kind offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to the Executive you under this Agreement and any Company Plan during any calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements to be provided to you under the Executive relevant section of this Agreement or Company Plan in any other calendar year, (yand the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the reimbursements for expenses for which the Executive is entitled to be reimbursed case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the applicable underlying fee, cost or expense is incurred. Notwithstanding the preceding, and (z) the right to payment Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A of the Code or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFederal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A requirements of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (including the “Deferred Payments”exceptions thereto), such Deferred Payments that are otherwise payable within to the first six months following extent applicable, and the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Company shall administer and interpret this Agreement are deferred pursuant to this Section 14(h), then in accordance with such payments shall be paid at the time specified requirements. If any provision contained in this Section 14(h) without interest. The Company shall consult Agreement conflicts with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the CodeCode (or the exemptions intended to apply under this Agreement), the right to a series of installment payments under this Agreement shall be treated as a right deemed to a series be reformed to comply with the requirements of separate payments, and references herein Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s termination entitlement to the payment or receipt of employment shall refer to Executive’s separation of services with the Company amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement if a payment or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code: Code is payable or provided due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (xpayments to specified employees upon a separation from service) the amount of expenses eligible for reimbursement or in-kind benefits provided and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the Executive during any calendar year will not affect extent necessary to comply with the amount requirements of expenses eligible for reimbursement or in-kind benefits provided to Section 409A of the Executive in any other calendar yearCode, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the calendar year seventh month following the date of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year in which the applicable expense is incurred, and (z) the right to of any payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitunder this Agreement.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 9(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. The intent of the parties hereto is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything herein to the contrary, : (a) if at the time of the Executive’s termination of employment with the CompanyFirst Financial, the Company has determined that the Executive is a “specified employee” as defined in Section 409A and the deferral of the Code and commencement of any severance payments and or benefits otherwise payable or provided hereunder as a result of such termination of employment is necessary in order to Executive are considered a “deferral of compensation” prevent any accelerated or additional tax under Section 409A 409A, then the payment of the Code (the “Deferred Payments”), any such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payments or benefits shall be delayed and paid on the first business day of the seventh month following the Executive’s Termination Datetermination of employment with First Financial in accordance with the requirements of Section 409A (or the earliest date as is permitted under Section 409A); (b) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or if earlier otherwise such payment or other benefits shall be restructured, to the date extent possible, in a manner, determined by the Board that does not cause such an accelerated or additional tax; (c) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with First Financial for purposes of this Agreement and no payment shall be due to the Executive’s death. In the event that payments Executive under this Agreement are deferred until the Executive would be considered to have incurred a “separation from service” from First Financial within the meaning of Section 409A; and (d) each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement, which constitute deferred compensation subject to Section 14(h)409A, then such payments shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid at to the time specified Executive on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit; provided, however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of this Section 14(h) without interestAgreement, the payment of such reimbursements shall be made by First Financial no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes. The Company First Financial shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit14.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the Performance RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Performance RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the Performance RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive Performance RSUs is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Agreement comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series and all provisions of installment payments under this Agreement shall be treated as construed and interpreted in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company requirements for avoiding taxes or penalties under Section 409A of the Code. If, at the time of your separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything ), (a) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Company shall make a good faith determination that an amount payable under this Agreement does not constitute a or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “deferral of compensation” Company Plans”) constitutes deferred compensation (within the meaning of Section 409A of the Code: (x) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the earlier of expenses eligible the first day of the seventh month following such separation from service or your death. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for reimbursement your benefit under any Company Plan may not be reduced by, or in-kind offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to the Executive you under this Agreement and any Company Plan during any calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements to be provided to you under the Executive relevant section of this Agreement or Company Plan in any other calendar year, (yand the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the reimbursements for expenses for which the Executive is entitled to be reimbursed case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the applicable underlying fee, cost or expense is incurred. Notwithstanding the preceding, and (z) the right to payment Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A of the Code or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFederal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in provisions of this Agreement comply with or be exempt from Section 409A of the Code Code, and any severance payments all provisions of this Agreement will be construed and benefits to Executive are considered interpreted in a “deferral of compensation” manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestCode. The Company shall consult cannot make any representations or guarantees with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) providedrespect to compliance with such requirements, that and neither the Company nor any of its employees or representatives shall affiliate will have any liability obligation to the indemnify Executive with respect thereto. Any amount under this Agreement that satisfies the requirements or otherwise hold him harmless from any or all of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out such taxes or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiturepenalties. For purposes of Section 409A of the Code, each installment payment hereunder will be deemed a “separate payment” within the right to a series meaning of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein Treas. Reg. Section 1.409A-2(b)(iii). With respect to the Executive’s timing of payments of any deferred compensation payable upon a termination of employment shall refer hereunder, references in this Agreement to Executive’s “termination of employment” (and substantially similar phrases) mean “separation of services with the Company from service” within the meaning of Section 409A of the Code. Notwithstanding anything For the avoidance of doubt, it is intended that any expense reimbursement made to Executive hereunder is exempt from Section 409A of the contrary hereinCode; however, except if any expense reimbursement hereunder is determined to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” be deferred compensation within the meaning of Section 409A of the Code: , then (xi) the amount of expenses eligible for the expense reimbursement or in-kind benefits provided to the Executive during any calendar one taxable year will not affect the amount of expenses eligible for the expense reimbursement or in-kind benefits provided to the Executive in during any other calendar taxable year, (yii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall expense reimbursement will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, was incurred and (ziii) the right to payment or expense reimbursement or in-kind benefits hereunder may will not be liquidated subject to liquidation or exchanged exchange for another benefit. Notwithstanding any other benefitprovision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 5 unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 5, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (B) the date of the Executive’s death; provided that upon the earlier of such dates, all payments deferred pursuant to this Section 9(b) shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto.

Section 409A of the Code. Notwithstanding anything herein To the extent Executive would otherwise be entitled to any payment under this Employment Agreement or any plan or arrangement of ICE or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six months beginning on the date of termination of Executive’s employment would be subject to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Section 409A additional tax because Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the Codesix-month anniversary of Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. Notwithstanding anything to the contrary hereinSimilarly, except to the extent Executive would otherwise be entitled to any expensebenefit (other than a payment) during the six months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, reimbursement the benefit will be delayed and will begin being provided on the earlier of the six-month anniversary of Executive’s date of termination, a change in ownership or in-kind effective control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit provided pursuant to this Agreement does not constitute due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). To the extent applicable, each severance payment made under this Employment Agreement shall be deemed to be a separate payment, amounts payable under Section 4 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 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 Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the “separation from service” occurs; and provided further that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in which Executive’s “separation from service” occurs. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A of the Code: (x) , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined It is intended that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Agreement comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series and all provisions of installment payments under this Agreement shall be treated as construed and interpreted in a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner consistent with the Company requirements for avoiding taxes or penalties under Section 409A of the Code. If, at the time of your separation from service (within the meaning of Section 409A of the Code. Notwithstanding anything ), (a) you shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Company shall make a good faith determination that an amount payable under this Agreement does not constitute a or any other plan, policy, arrangement or agreement of or with the Company or Xxxxxx & Xxxxx Education, Inc. (this Agreement and such other plans, policies, arrangements and agreements, the “deferral of compensation” Company Plans”) constitutes deferred compensation (within the meaning of Section 409A of the Code: (x) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of expenses eligible the seventh month following such separation from service. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for reimbursement your benefit under any Company Plan may not be reduced by, or in-kind offset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A of the Code, the benefits and reimbursements provided to the Executive you under this Agreement and any Company Plan during any calendar year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits and reimbursements to be provided to you under the Executive relevant section of this Agreement or Company Plan in any other calendar year, (yand the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the reimbursements for expenses for which the Executive is entitled to be reimbursed case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the applicable underlying fee, cost or expense is incurred. Notwithstanding the preceding, and (z) the right to payment Company makes no representations concerning the tax consequences of your participation in this Agreement under Section 409A of the Code or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitFederal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A of the Code, to the relevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A of the Code. Notwithstanding anything herein to To the contraryextent applicable, if at this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the time Code and the Treasury regulations and other guidance issued thereunder. If on the date of the Executive’s termination of employment separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is a “specified employee” employee (as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Treasury Regulation §1.409A-1(i)), such Deferred Payments that are otherwise payable within no payment constituting the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Treasury Regulation Section 409A 1.409A-1(b) and after application of the Code: exemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Executive at any time during the six (x6) month period following the Executive’s separation from service, and any such amounts deferred such six (6) months shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. For purposes of conforming this Employment Agreement to Section 409A, the parties agree that any reference to termination of employment, severance from employment, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment of severance under this Employment Agreement shall be considered a separate payment for purposes of Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his or her “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, "Section 409A"). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any severance payments provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of "specified employees" as defined in, and benefits pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive are considered is a “deferral specified employee on the date of compensation” termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code (Code. If any payment to the “Deferred Payments”)Executive is delayed pursuant to the foregoing sentence, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment instead shall be made on the first business day following the expiration of the seventh six-month following period referred to in the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestprior sentence. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, VI; provided that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 9(k) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding anything herein any provision in the Plan or an Award Agreement to the contrary, if at in the time of the Executive’s termination of employment with the Company, the Company has determined event that the Executive is a “specified employee” (as defined in Section 409A under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the Code and any severance payments and benefits to Executive are considered a “deferral earlier of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier i) the date of the ExecutiveParticipant’s death. In , or (ii) the event date that payments is six months after the Participant’s “separation from service,” as defined under this Agreement are deferred pursuant to this the Nonqualified Deferred Compensation Rules (such date, the “Section 14(h409A Payment Date”), then such payments payment or benefit shall not be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability provided to the Executive with respect thereto. Any amount under this Agreement that satisfies Participant until the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement409A Payment Date. Any amounts scheduled for payment hereunder when they are ordinarily subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid out or when they are made to other executive officers, will nonetheless be paid to Executive in a lump sum without interest on or before March 15th the Section 409A Payment Date. The applicable provisions of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive provision in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitconflict therewith.

Section 409A of the Code. Notwithstanding anything herein to It is the contrary, if at the time intention of the Executive’s termination of employment with the Company, the Company has determined parties to this Agreement that the Executive is a “specified employee” as defined in Section 409A of the Code and no payment or entitlement pursuant to this Agreement will give rise to any severance payments and benefits to Executive are considered a “deferral of compensation” adverse tax consequences under Section 409A of the Code (“Section 409A”) and that such payments or entitlements to which the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will Executive is or could become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments entitled to under this Agreement are deferred pursuant intended to this be exempt from or comply with Section 14(h)409A, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability payments intended to the Executive with respect thereto. Any amount be exempt under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth and “separation pay” exceptions to the maximum extent permitted under Section 409A, and this Agreement shall be interpreted and administered in a manner consistent with such intent. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under Section 1.409A-1(b)(4) 409A. Notwithstanding the foregoing, the Company may unilaterally amend the terms of this Agreement to avoid the application of, or to comply with, Section 409A, in a particular circumstance or as necessary or desirable to satisfy any of the Treasury Regulations will requirements under Section 409A or to mitigate any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made practicable, but the Company shall not be under any obligation to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeituremake any such amendment. For purposes of Section 409A of the Code409A, the right to a series of each installment payments payment provided under this Agreement shall be treated as a right separate and distinct payment. Nothing in this Agreement shall provide a basis for any person to a series take action against the Company or any affiliate thereof based on matters covered by Section 409A, including the tax treatment of separate paymentsany amount paid under the Agreement, and references herein neither the Company nor any of its affiliates shall under any circumstances have any liability to the Executive or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A. Without limiting the generality of the foregoing and anything in this Agreement to the contrary notwithstanding, if amounts or benefits payable by reference to the timing of the Executive’s termination of employment constitute non-qualified deferred compensation subject to Section 409A, as determined in the Company’s sole discretion, (i) such amounts or benefits shall refer to Executive’s not be paid unless the Executive experiences a “separation of services with the Company from service” (within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein409A), except (ii) to the extent that any expensepayment period conditioned on the Executive’s execution of a release commences in one calendar year and ends in the subsequent calendar year, reimbursement such amounts or in-kind benefit provided pursuant to this Agreement does not constitute benefits shall be paid in the second calendar year; and (iii) if Executive is a “deferral of compensationspecified employee” (within the meaning of Section 409A 409A) as of the Code: (x) date of Executive’s separation from service, such amounts or benefits shall not be paid until the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive date that is entitled to be reimbursed shall be made on or before the last six months and one day of the calendar year following the calendar year in which date of Executive’s separation from service, or if earlier, the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdate of Executive’s death.

Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveParticipant’s termination of employment with the Company, Company the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (the “Deferred Payments”including any taxes and penalties under Section 409A), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that and neither the Company nor any of its employees or representatives Subsidiaries shall have any liability obligation to indemnify or otherwise hold the Executive with respect theretoParticipant (or any beneficiary) harmless from any or all of such taxes or penalties. Any amount under If the RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement that satisfies and the requirements of the Plan to “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment Employment” and “separation from service” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensationfrom service” within the meaning of Section 409A 409A. For purposes of Section 409A, each payment that may be made in respect of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive RSUs is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitdesignated as a separate payment.

Section 409A of the Code. Notwithstanding anything herein to It is intended that any amounts payable under this Agreement and the contrary, if at the time of the Employer’s and Executive’s termination exercise of employment authority or discretion hereunder shall comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (including the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant Treasury regulations and other published guidance relating thereto) so as not to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the subject Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount payment of any interest or additional tax imposed under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In furtherance of this intent (a) if, due to the contrary hereincircumstances giving rise to any lump sum payment or payments under this Agreement, except the date of payment or the commencement of such payments thereof must be delayed for six months in order to meet the extent requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) if the sixty (60) day period following the Date of Termination begins in one calendar year and ends in a second calendar year, and if there are non-qualified deferred compensation payments subject to Code Section 409A due to Executive conditioned upon the Executive’s execution and non-revocation of the Release and Severance Agreement and which is to be paid during a designated period that begins in a first calendar year, such payments shall be delayed and paid in the second calendar year. With regard to any expense, provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar taxable year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided to the Executive in any other calendar taxable year, (yprovided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the reimbursements for expenses for period in which the Executive arrangement is entitled in effect. Any expense or other reimbursement payment made pursuant to be reimbursed this Agreement or any plan, program, agreement or arrangement of the Employer referred to herein, shall be made on or before the last day of the calendar taxable year following the calendar taxable year in which the applicable such expense or other payment to be reimbursed is incurred. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Executive becoming subject to interest and (z) additional tax under Section 409A of the right Code, the Employer and Executive agree to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.amend this Agreement in order to bring this Agreement into compliance with Code Section 409A.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company"Code") to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “"specified employee” " (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee's termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination DateEmployee's death, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(hearlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthis Agreement.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 8.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A 1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A 1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and (z) paid in a lump sum during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not be liquidated or exchanged for any other benefitDay Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (and any regulations and guidelines issued thereunder) to the “Deferred Payments”)extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day intent. If an amendment of the seventh month following Agreement is necessary in order for it to comply with Section 409A, the Executive’s Termination Date, or if earlier parties hereto will negotiate in good faith to amend the date Agreement in a manner that preserves the original intent of the Executive’s deathparties to the extent reasonably possible. In the event that payments under this Agreement are deferred No action or failure by Company in good faith to act, pursuant to this Section 14(h)10.14, then such payments shall be paid at the time specified in this Section 14(h) without interest. The subject Company to any claim, liability, or expense, and Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall not have any liability obligation to indemnify or otherwise protect Executive from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made obligation to other executive officers, will nonetheless be paid pay any taxes pursuant to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For all purposes under this Agreement, except reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) with Company. In addition, to the extent that any expensereimbursement, reimbursement fringe benefit or in-kind benefit provided pursuant to other, similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement does not constitute or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any payment under such plan or arrangement in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive payment in any other calendar year, year (y) except that a plan providing medical or health benefits may impose a generally applicable limit on the reimbursements for expenses for which the Executive is entitled to amount that may be reimbursed shall or paid), and (ii) subject to any shorter time periods provided herein, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A requirements of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (including the “Deferred Payments”exceptions thereto), such Deferred Payments that are otherwise payable within to the first six months following extent applicable, and the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Company shall administer and interpret this Agreement are deferred pursuant to this Section 14(h), then in accordance with such payments shall be paid at the time specified requirements. If any provision contained in this Section 14(h) without interest. The Company shall consult Agreement conflicts with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the CodeCode (or the exemptions intended to apply under this Agreement), the right to a series of installment payments under this Agreement shall be treated as a right deemed to a series be reformed to comply with the requirements of separate payments, and references herein Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s termination 's entitlement to the payment or receipt of employment shall refer to Executive’s separation of services with the Company amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive's employment shall not be deemed to have terminated unless and until Executive incurs a "separation from service" as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling's policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement if a payment or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code: Code is payable or provided due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (xpayments to specified employees upon a separation from service) the amount of expenses eligible for reimbursement or in-kind benefits provided and Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the Executive during any calendar year will not affect extent necessary to comply with the amount requirements of expenses eligible for reimbursement or in-kind benefits provided to Section 409A of the Executive in any other calendar yearCode, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last date that is six (6) months after the date of Executive's separation from service (or, if earlier, the date of Executive's death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the calendar year seventh month following the date of Executive's separation from service (or, if earlier, upon Executive's death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the "short-term deferral exception" set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the "two times severance exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the "limited payments exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year in which the applicable expense is incurred, and (z) the right to of any payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitunder this Agreement.

Section 409A of the Code. This Agreement is intended, and its terms shall be interpreted as necessary, to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything herein to the contrarycontrary in this Agreement, the parties mutually desire to avoid adverse tax consequences associated with the application of Section 409A to this Agreement and agree to cooperate fully and take appropriate reasonable actions to avoid any such consequences under Section 409A, including delaying payments and reforming the form of the Agreement if such action would reduce or eliminate taxes and/or interest payable as a result of Section 409A. In this regard, notwithstanding anything to the contrary in this Section 4, to the extent necessary to comply with Section 409A, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i), and any partnership interests of the Partnership are publicly traded on an established securities market or otherwise, no payment or benefit that is subject to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments shall be made under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation on account of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the Employee’s “short-term deferralseparation from service” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the CodeCode before the date that is the first day of the seventh month beginning after the date the Employee’s separation from service (or, if earlier, the date of death of the Employee or any other date permitted under Section 409A). Notwithstanding anything For purposes of determining if amounts payable under this Agreement by reason of the Employee’s termination are owed, and if so, when they are to be paid or provided, the Employee shall be considered to have terminated employment with the Company only when the Employee’s employment with the Company ceases on what is then reasonably expected and understood by the Employee and the Company to be a permanent basis and such cessation constitutes a “separation from service” with respect to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” Company and its affiliates within the meaning of Section 409A and applicable administrative guidance issued thereunder. To the extent that any amount or benefit under this Agreement constitutes a reimbursement of an expense incurred by, or the Codeprovision of benefits in kind to, the Employee and such amount or benefit represents a “deferral of compensation,” all within the meaning of Section 409A, then: (xi) the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, under this Agreement during or for any taxable year of the Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, during or for any other taxable year of the Employee; (ii) all reimbursements of expenses under this Agreement shall be made by no later than the earlier of the date otherwise required under this Agreement and the last day of the Employee’s taxable year following the taxable year of the Employee in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment, and the Executive during any calendar year will not affect the amount Employee’s entitlement to a series of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive payments under this Agreement is entitled to be reimbursed shall be made on or before the last day treated as an entitlement to a series of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitseparate payments.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h10(h), then such payments shall be paid at the time specified in this Section 14(h10(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h10(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein It is the intention of the parties that this Agreement comply with and be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). Each payment in a series of payments provided to the contraryExecutive pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. If any amount payable under this Agreement upon a termination of employment is determined by the Company to constitute nonqualified deferred compensation for purposes of Section 409A (after taking into account the short-term deferral exception and the involuntary separation pay exception of the regulations promulgated under Section 409A which are hereby incorporated by reference), if at the time of such amount shall not be paid unless and until the Executive’s termination of employment with the Company, also constitutes a “separation from service” from the Company has determined for purposes of Section 409A. In the event that the Executive is determined by the Company to be a “specified employee” as defined in for purposes of Section 409A at the time of his separation from service with the Code and Company, any severance payments and benefits of nonqualified deferred compensation (after giving effect to Executive are considered a “deferral of compensation” any exemptions available under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are 409A) otherwise payable within to the Executive during the first six (6) months following his separation from service shall be delayed and paid in a lump sum upon the Termination Date will become payable on earlier of (x) the Executive’s date of death, or (y) the first business day of the seventh month following the Executive’s Termination Dateseparation from service, or if earlier and the date balance of the Executive’s deathinstallments (if any) will be payable in accordance with their original schedule. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to To the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning Executive constitutes nonqualified deferred compensation for purposes of Section 409A of the Code: 409A, (xi) the amount of expenses any expense eligible for reimbursement or the provision of any in-kind benefits provided benefit with respect to the Executive during any calendar year will shall not affect the amount of expenses expense eligible for reimbursement or the amount of in-kind benefits benefit provided to the Executive in any other calendar year, (yii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (ziii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged subject to liquidation for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to To the contraryextent applicable, if at this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the time Internal Revenue Code (the “Code”) and the Treasury Regulations and other guidance issued thereunder. If on the date of the Executive’s termination of employment separation from service (as defined in Treasury Regulation Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is a “specified employee” employee (as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”Treasury Regulation §1.409A-1(i)), such Deferred Payments that are otherwise payable within no payment constituting the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Treasury Regulation Section 409A 1.409A-1(b) and after application of the Code: (xexemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to the Executive at any time during the six-month period following the Executive’s separation from service, and any such amounts deferred such six months shall instead be paid in a lump sum on the first payroll payment date following expiration of such six-month period. For purposes of conforming this Employment Agreement to Section 409A, the parties agree that any reference to termination of employment, severance from employment, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment of severance under this Employment Agreement shall be considered a separate payment for purposes of Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any lifetime or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the TRSUs granted hereunder are intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code or an exemption or exclusion therefrom, and, with respect to TRSUs that constitute deferred compensation subject to Section 409A of the Code, the Plan and this Agreement as well as any severance payments Individual Agreement shall be interpreted and benefits administered in all respects in accordance with Section 409A of the Code (including with respect to Executive are considered the application of any defined terms to TRSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A of the Code to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code). Each payment (including the delivery of shares of Common Stock) under the TRSUs that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code and, to the extent to be made or delivered upon a termination of employment may only be made upon a “deferral of compensationseparation from service” under Section 409A of the Code (to the “Deferred Payments”), such Deferred Payments that are otherwise payable within extent necessary in order to avoid the first six months following the Termination Date will become payable imposition of penalty taxes on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred Grantee pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. In no event may Grantee, directly or indirectly, designate the right calendar year of any payment to a series of installment payments be made under this Agreement shall be treated as a right that constitutes nonqualified deferred compensation subject to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything any other provision of this Agreement to the contrary hereincontrary, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute if Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A of the CodeCode (as determined in accordance with the methodology established by the Corporation as in effect on the date of Grantee’s separation from service), TRSUs that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be deliverable by reason of Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be provided on the earlier to occur of: (xa) the amount of expenses eligible for reimbursement date that is six months and one day after Grantee’s separation from service; or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yb) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day date of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitGrantee’s death.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to comply with the contrary, if at the time requirements of Section 409A of the Executive’s termination of employment Code, and shall be interpreted and construed consistently with the Company, the Company has determined that the such intent. The payments to Executive is a “specified employee” as defined in pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and any severance payments and benefits for such purposes, each payment to Executive are under this Agreement shall be considered a “deferral separate payment. In the event the terms of compensation” this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (the “Deferred Payments409A Penalties”), such Deferred Payments that are otherwise payable within Conn’s and Executive shall cooperate diligently to amend the first six months following the Termination Date will become payable on the first business day terms of the seventh month following Agreement to avoid such 409A Penalties, to the Executiveextent possible; provided, however, that in no event shall Conn’s Termination Date, or if earlier be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the date of the Executive’s death. In the event that payments extent any amounts under this Agreement are deferred pursuant payable by reference to this Section 14(h), then Executive’s “termination of employment” such payments term and similar terms shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability deemed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s “separation of services with the Company from service,” within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provision in this Agreement, except to the extent any expensepayment hereunder constitutes nonqualified deferred compensation, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute within the meaning of Section 409A, and Executive is a “deferral of compensation” specified employee (within the meaning of Section 409A of the Code: ) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (xi) the amount first day of expenses eligible for the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement or in-kind benefits provided payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive during of all expense reports reasonably required by Employer under any calendar year will not affect the amount of expenses eligible for applicable expense reimbursement or in-kind benefits provided policy, and shall be paid to the Executive in any other calendar yearaccordance with Conn’s expense reimbursement policy, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the applicable expense is incurredreimbursable expense. Any amount of expenses eligible for reimbursement, and (z) or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to payment or any reimbursement or in-kind benefits hereunder may benefit pursuant to this Agreement shall not be liquidated subject to liquidation or exchanged exchange for any other benefit.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the PRSUs granted hereunder are intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code or an exemption or exclusion therefrom, and, with respect to PRSUs that constitute deferred compensation subject to Section 409A of the Code, the Plan and this Agreement as well as any severance payments Individual Agreement shall be interpreted and benefits administered in all respects in accordance with Section 409A of the Code (including with respect to Executive are considered the application of any defined terms to PRSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A of the Code to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code). Each payment (including the delivery of shares of Common Stock) under the PRSUs that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code and, to the extent to be made or delivered upon a termination of employment may only be made upon a “deferral of compensationseparation from service” under Section 409A of the Code (to the “Deferred Payments”), such Deferred Payments that are otherwise payable within extent necessary in order to avoid the first six months following the Termination Date will become payable imposition of penalty taxes on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred Grantee pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code. In no event may Grantee, directly or indirectly, designate the right calendar year of any payment to a series of installment payments be made under this Agreement shall be treated as a right that constitutes nonqualified deferred compensation subject to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything any other provision of this Agreement to the contrary hereincontrary, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute if Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A of the CodeCode (as determined in accordance with the methodology established by the Corporation as in effect on the date of Grantee’s separation from service), PRSUs that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be deliverable by reason of Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be provided on the earlier to occur of: (xa) the amount of expenses eligible for reimbursement date that is six months and one day after Grantee’s separation from service; or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yb) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day date of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitGrantee’s death.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(a) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 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 (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. Notwithstanding anything herein to the contrarycontrary in this Agreement or elsewhere, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in determined pursuant to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral as of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Separation From Service and if any payment or benefit provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hor otherwise both (x) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute constitutes a “deferral of compensation” within the meaning of Section 409A of and (y) cannot be paid or provided in the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits manner otherwise provided to without subjecting the Executive to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during any calendar year will not affect the amount of expenses eligible for reimbursement first six months following Executive’s Separation From Service shall be paid or in-kind benefits provided to the Executive in any other a cash lump-sum on the first business day of the seventh calendar year, (y) month following the reimbursements for expenses for month in which the Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is entitled exempt from Section 409A pursuant to be reimbursed Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be made on paid or before provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the calendar second taxable year of the Executive following the taxable year of the Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the calendar taxable year of the Executive in which the applicable expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 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 (zb)(9) (“separation pay plans,” including the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any exception under subparagraph (iii)) and other benefitapplicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

Section 409A of the Code. Notwithstanding anything herein (a) It is intended that each installment of the severance payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is also intended that any payments or benefits provided pursuant to this Agreement satisfy, to the contrarygreatest extent possible, the exemptions from the application of Section 409A of the Code (Section 409A) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). Notwithstanding the foregoing, if the Company (or, if applicable, the successor entity thereto) determines that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). In addition, if at the time of the Executive’s termination of employment with the Company, the Company has determined that separation from service the Executive is a “specified employee” as defined in within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code and any severance payments and benefits Code, then, solely to Executive are considered a “deferral the extent necessary to avoid the incurrence of compensation” the adverse personal tax consequences under Section 409A any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Dateseparation from service shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or if earlier the date of (B) the Executive’s death. In If any such delayed payment is otherwise payable on an installment basis, the event first payment shall include a catch-up payment covering amounts that payments under would otherwise have been paid during the six-month period but for the application of this Agreement are deferred pursuant to this Section 14(h)provision, then such payments and the balance of the installments shall be paid at the time specified payable in this Section 14(h) without interest. The Company shall consult accordance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefittheir original schedule.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is considered a “specified employee” upon his termination from employment under such procedures as defined established by Company in accordance with the limitations and requirements set forth in Section 409A of the Code Code, the regulations promulgated thereunder, and any severance additional guidance issued by the Internal Revenue Service related thereto (the “Nonqualified Deferred Compensation Rules”), then any portion of a cash payment or benefit distribution made upon such a termination from employment under Section 5.4 or 5.5 or otherwise that would cause the acceleration of, or an addition to, any taxes pursuant to the Nonqualified Deferred Compensation Rules may not commence earlier than six months after the date of such termination from employment; except to the extent any such payments or benefits would be exempt from the Nonqualified Deferred Compensation Rules, which such payments and benefits shall be paid in accordance with the original schedules noted in other sections of this Agreement. Therefore, in the event this Section 8.12 is applicable to Executive are considered a “deferral of compensation” Employee, any payment or distribution under Section 409A of 5.4 or 5.5 or otherwise that would cause the Code (acceleration of, or an addition to, any taxes pursuant to the “Nonqualified Deferred Payments”), such Deferred Payments Compensation Rules that are would otherwise payable have been paid to Employee within the first six months following the Termination Date will become payable Employee’s termination from employment shall be accumulated and paid to Employee, without interest, in a lump sum on the first business day of the seventh month following his termination from employment (except to the Executive’s Termination Date, or if earlier extent exempt from the date Nonqualified Deferred Compensation Rules). If any provision of this Agreement does not satisfy the requirements of Section 409A of the Executive’s deathCode, then such provision shall nevertheless be applied in a manner consistent with those requirements. In no event whatsoever shall Company be liable for any tax, interest or penalties that may be imposed on Employee under Section 409A of the event that payments Code. Each payment under this Agreement are deferred pursuant is intended to this Section 14(h), then such be a “separate payment” and not a series of payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series . Any payments or reimbursements of installment payments any expenses provided for under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services made in accordance with the Company within the meaning of Section 409A of the CodeTreas. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitReg. §1.409A-3(i)(1)(iv).

Section 409A of the Code. Notwithstanding anything herein This Employment Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Dateits corresponding regulations, or if earlier the date of the Executive’s death. In the event that an exemption, and payments may only be made under this Employment Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified upon an event and in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of manner permitted by Section 409A of the Code, to the extent applicable. Payment under this Employment Agreement is intended to be exempt from Code Section 409A under the “short-teen deferral” exception set forth in Treasury Regulation Section 1.409A-1(b)(4), to the maximum extent applicable, and then under the “separation pay” exception set forth in Treasury Regulation Section 1.409A-1(b)(9), to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor provision) (a “Separation from Service”). For purposes of Code 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, and references herein to . In no event may the Executive’s , directly or indirectly, designate the calendar year of a payment. If the termination of employment shall refer giving rise to Executive’s separation of services with the Company within payments described in Section 3.2.1 is not a Separation from Service, then the meaning of amounts otherwise payable pursuant to Section 409A of the Code3.2.1 will instead be deferred without interest and paid when Executive experiences a Separation from Service. Notwithstanding anything in this Employment Agreement to the contrary hereinor otherwise, except with respect to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Employment Agreement does not constitute that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code: Code and its implementing regulations and guidance, (xa) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Employment Term (or applicable survival period), (b) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yc) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, incurred and (zd) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by Employer at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments due upon Separation From Service set forth herein and/or under any other agreement with Employer are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with Employer, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code 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 will be paid in a lump sum to Executive, and any remaining payments due will be paid as otherwise provided in this Agreement or in the applicable agreement. No interest will be due on any amounts so deferred.

Section 409A of the Code. Notwithstanding anything herein any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to the contrary, if at the time of the Executive’s termination of employment or in connection with the Company, the Company has determined that the Executive this Agreement which is a “specified employee” as defined in considered to be deferred compensation subject to Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Deferred PaymentsCode”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments ) shall be provided and paid in a manner, and at the time specified such time, including without limitation payment and provision of benefits only in this Section 14(h) without interest. The Company shall consult connection with the Executive occurrence of a permissible payment event contained in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither 409A (e.g. separation from service from the Company nor any of and its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments affiliates as defined for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code), and in such form, as complies with the right applicable requirements of Section 409A of the Code to a series avoid the unfavorable tax consequences provided therein for noncompliance. For purposes of installment this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as a right rights to receive a series of separate payments, payments and references herein benefits to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of fullest extent allowed by Section 409A of the Code. Notwithstanding anything If Executive is a key Executive (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the contrary hereinCompany’s stock is publicly traded on an established securities market or otherwise, except then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the extent Code shall be deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement or in-kind benefit from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided pursuant to as otherwise scheduled. For purposes of this Agreement does not constitute Agreement, termination of employment shall mean a “deferral of compensationseparation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an Executive or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Executive’s period of service). Notwithstanding anything herein to the contrary, all taxable reimbursements and in-kind benefits provided by Company under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code: , including, where applicable, the requirement that (xi) any reimbursement shall be for expenses incurred by Executive during the period of time specified in the Agreement; (ii) any in-kind benefits must be provided by Company during the period of time specified in the Agreement; (iii) 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; and (iv) the right to reimbursement or in-kind benefits provided is not subject to the Executive during any calendar year will not affect the amount of expenses eligible liquidation or exchange for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with It is the Company, the Company has determined 's intent that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits under this Agreement comply with Section 409A, to Executive are considered the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. In the event that it is reasonably determined by the Company that, as a “deferral result of compensation” the deferred compensation tax rules under Section 409A of the Code (and any related regulations or other pronouncements thereunder) (the “Deferred PaymentsCompensation Tax Rules”), such Deferred Payments benefits that are otherwise payable within the first six months following Employee is entitled to receive under the Termination Date will become payable on the first business day terms of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall may not be paid made at the time specified in this Section 14(hcontemplated by the terms hereof without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, (i) without interest. The Company the Employee shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall not be considered to have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments terminated employment for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made hereof until the Employee would be considered to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute have incurred a “deferral of compensationseparation from service” within the meaning of Section 409A and (ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Employee incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Employee is a “specified employee” (within the meaning of the Code: (x) Deferred Compensation Tax Rules), shall, in the amount of expenses eligible for reimbursement or in-kind benefits event the benefit to be provided is due to the Executive during any calendar year will not affect Employee’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its Subsidiaries, be the first day following the six-month period beginning on the date of such separation from service. Each amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed paid or benefit to be provided under this Agreement shall be made on or before the last day construed as a separately identified payment for purposes of the calendar year following the calendar year in which the applicable expense is incurredDeferred Compensation Tax Rules, and (z) any payments described in this Agreement that are due within the right to payment or reimbursement or in-kind benefits hereunder may “short term deferral period” as defined in the Deferred Compensation Tax Rules shall not be liquidated or exchanged for any other benefittreated as deferred compensation unless applicable law requires otherwise.

Section 409A of the Code. Notwithstanding anything The provisions of this Agreement and any payments made herein are intended to the contrarycomply with, if at the time of the Executive’s termination of employment with the Companyand should be interpreted consistent with, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and any severance payments and benefits related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). The time or schedule of a payment to which the Executive are considered a “deferral is entitled under this Agreement may be accelerated at any time that this Agreement fails to meet the requirements of compensation” under Section 409A of and any such payment will be limited to the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following amount required to be included in the Executive’s Termination Dateincome as a result of the failure to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. All reimbursements provided under this Agreement will be made or if earlier provided in accordance with the date requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the lifetime (or during a shorter period of time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) providedAgreement), that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (xii) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any a calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall reimbursement of an eligible expense will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (ziv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment or reimbursement or inon account of the Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination (or, if earlier, until the date of the Executive’s death) and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-kind benefits hereunder may term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Notwithstanding anything contained herein to the contrary, the Executive will not be liquidated or exchanged considered to have terminated employment with the Company for any other benefit.purposes of Section 3 hereof unless he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

Section 409A of the Code. Notwithstanding anything herein any other provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Employee is a “specified employee” as defined in within the meaning of Code Section 409A of and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A if such payment or benefit is paid within six months after the Employee’s “separation from service” (within the meaning of the Code (the “Deferred Payments”Section 409A), then such Deferred Payments payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following the Employee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that are would otherwise payable within have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the Employee in a lump-sum cash payment on the earlier of (i) the first six months following the Termination Date will become payable on the first business day regular payroll date of the seventh month following the ExecutiveEmployee’s Termination Date, separation from service or if earlier (ii) the date of 10th business day following the ExecutiveEmployee’s death. In If the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the ExecutiveEmployee’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement hereunder does not constitute a “deferral of compensationseparation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of the Employee’s employment and which are subject to Code Section 409A shall not be paid until the Employee has experienced a “separation from service” within the meaning of the Code: (x) the amount of expenses eligible Code Section 409A. In addition, no right to reimbursement hereunder or otherwise may be liquidated or exchanged for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for benefit and any reimbursement to which the Executive Employee is entitled to be reimbursed hereunder shall be made on or before later than the last day of the calendar year following the calendar year in which the applicable expense is such expenses were incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.”

Section 409A of the Code. Notwithstanding anything herein (a) If any payment, compensation or other benefit provided to the contraryEmployee in connection with his employment termination is determined, if at the time of the Executive’s termination of employment with the Companyin whole or in part, the Company has determined that the Executive is a to constitute “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are nonqualified deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A and the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination or earlier death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of termination and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the Code: (x) day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Employee an amount equal to the amount of expenses eligible such premiums paid by the Employee during such six-month period promptly after its conclusion. A termination of employment shall not be deemed to have occurred for reimbursement purposes of any provision of this Agreement providing for the payment of any amounts or in-kind benefits provided subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the Executive during any calendar year will not affect the amount meaning of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurredSection 409A, and (z) the right for purposes of any such provision of this Agreement, references to payment a “resignation,” “termination,” “terminate,” “termination of employment” or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitlike terms shall mean separation from service.

Section 409A of the Code. Notwithstanding anything herein to The Company intends that the contrary, if at the time of the Executive’s termination of employment Performance Shares will be exempt from or comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under and this Agreement shall be treated as a right to a series of separate paymentsinterpreted and administered in accordance with such intent. In particular, and references herein to the Executive’s extent required to comply with Section 409A of the Code and notwithstanding any other provision of this Agreement to the contrary: (a) the phrase “termination of employment employment” or words of similar import shall refer to Executive’s mean my “separation of services from service” with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute ; (b) if I am a “deferral specified employee” at the time of compensationmy separation from service with the Company (as determined by the Company in accordance with Section 409A of the Code), then any Performance Shares and related dividend equivalent amount otherwise payable as a result of my separation from service shall be paid within thirty (30) days after the first business day which is at least six (6) months after my separation from service (or if earlier, within 60 days after my death); and (c) any vested Performance Shares and related dividend equivalent amount otherwise payable under Section 13(b) hereof as a result of a Change of Control shall not be paid at such time unless the Change of Control qualifies as a “change in control event” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code: (x) the , and if payment of Performance Shares that become vested upon a Change of Control is not so permitted, payment of such vested Performance Shares and related dividend equivalent amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before within thirty (30) days after the earlier of the last day of the calendar year following Performance Period or the calendar year in which date of my separation from service (subject to any six-month delay required to comply with Section 409A of the applicable expense Code if I am a specified employee as provided herein). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the Performance Shares is incurrednot warranted or guaranteed. I expressly acknowledge and agree that neither the Company, and (z) the right to payment its subsidiaries nor their respective directors, officers, employees or reimbursement or in-kind benefits hereunder may not advisers shall be liquidated or exchanged held liable for any taxes, interest, penalties or other benefitmonetary amounts owed by me (or any other individual claiming a benefit through me) as a result of this Agreement or the Performance Shares granted hereunder.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the contraryextent any provision in this Agreement must be modified to comply with Section 409A (including, if at without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the time mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent Executive would otherwise be entitled to any payment or benefit under this Employment Agreement or any plan or arrangement of ICE or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Executive’s termination of employment with would be subject to the Company, the Company has determined that the Section 409A additional tax because Executive is a “specified employee” as defined in (within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation any payment or benefit due upon a termination of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 1.409A-1(h). To the extent applicable, each payment made under this Employment Agreement shall be deemed to be a separate payment, amounts payable under Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the Code: extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (x“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, any payment or benefit under this Employment Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the “separation from service” occurs; and provided further that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), (y) the reimbursements for in no event shall any expenses for which the Executive is entitled to be reimbursed shall be made on or before after the last day of the calendar year following the calendar year in which the applicable expense is incurredExecutive incurred such expenses, and (z) the in no event shall any right to payment or reimbursement or the provision of any in-kind benefits hereunder may not benefit be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company“Code”) to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “specified employee” (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthis Agreement.

Section 409A of the Code. Notwithstanding anything herein (a) This Agreement is intended to satisfy the contrary, if at the time requirements of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall not accelerate any severance payments and payment or the provision of any benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant or to this Section 14(h)make or provide any such payment or benefits if such payment or provision of such benefits would, then such payments shall as a result, be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments tax under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything (b) Except as expressly provided otherwise herein, no reimbursement payable to the contrary hereinExecutive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent any expense, that the right to reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute provide for a “deferral of compensation” within the meaning of Section 409A of the Code: (x) . To the amount extent providing for deferral of expenses eligible for reimbursement compensation within the meaning of Section 409A of the Code, any payments or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled upon a termination of employment shall be paid no earlier than the date on which the Executive incurs a “separation from service” as set forth in Section 5. (c) Notwithstanding anything herein to the contrary, if the Executive is a “specified employee,” for purposes of Section 409A of the Code, as determined under the Company’s established methodology for determining specified employees, on the date on which the Executive separates from service, any payment hereunder (including any provision of continued benefits) that provides for the deferral of compensation within the meaning of Section 409A of the Code (the “Delayed Payment Amounts”) shall not be paid or commence to be reimbursed shall be made paid on or before any date prior to the last first business day after the date that is six months following the Executive’s Date of Termination; provided, however, that payment of the calendar year following Delayed Payment Amounts shall commence within 30 days of the calendar year Executive’s death in which the applicable expense event of his death prior to the end of the six-month period. The Delayed Payment Amounts shall earn interest at the prime rate published in The Wall Street Journal on the Date of Termination until the date that payment of such amounts to the Executive or his legal representatives is incurred, and (z) completed pursuant to the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitterms of this Agreement. 12.

Section 409A of the Code. This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term or condition of the RSUs would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything herein to the contraryelse in this Award Agreement, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code Code), and any severance payments and benefits to Executive are considered a the amount hereunder is “deferral of deferred compensation” subject to Section 409A of the Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code Code. If the Award includes a “series of installment payments” (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day meaning of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A-2(b)(2)(iii) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the CodeRegulations), the Participants’ right to a the series of installment payments under this Agreement shall be treated as a right to a series of separate payments, payments and references herein not as a right to a single payment and if the Executive’s termination of employment shall refer to Executive’s separation of services with the Company Award includes “dividend equivalents” (within the meaning of Section 409A 1.409A-3(e) of the CodeTreasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding anything to the contrary hereinforegoing, except to the extent tax treatment of the benefits provided under this Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any expenseportion of any taxes, reimbursement penalties, interest or inother expenses that may be incurred by the Participant on account of non-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of compliance with Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything herein to the contrarycontrary herein, if at for purposes of determining any entitlement of Executive to the time of the CIC Severance Benefits, (i) Executive’s termination of 's employment with the Company, the Company has determined that the shall not be deemed to have terminated unless and until Executive is incurs a “specified employeeseparation from service” as defined in Section 409A of the Code and Code. Reimbursement of any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under expenses provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified made promptly upon presentation of documentation in this Section 14(h) without interest. The Company shall consult accordance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Provident's policies with respect thereto. Any amount under this Agreement that satisfies thereto as in effect from time to time (but in no event later than the requirements end of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the calendar year following the year when such expenses were incurred); provided, however, that in no event shall the payment is no longer subject to amount of expenses eligible for reimbursement hereunder during a substantial risk of forfeiture. For purposes of Section 409A of calendar year affect the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Codeexpenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, except if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent any expense, reimbursement or in-kind benefit provided pursuant necessary to this Agreement does not constitute a “deferral of compensation” within comply with the meaning requirements of Section 409A of the Code: , be made on the later of (x) the amount date specified by the foregoing provisions of expenses eligible for reimbursement this Agreement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which date that is six (6) months after the Executive is entitled date of Executive's separation from service (or, if earlier, the date of Executive's death). Any installment payments that are delayed pursuant to be reimbursed this Section 10 shall be made accumulated and paid in a lump sum on or before the last first day of the calendar year seventh month following the calendar year Date of Termination (or, if earlier, upon Executive's death) and the remaining installment payments shall begin on such date in which accordance with the applicable expense is incurred, and (z) schedule provided in this Agreement. Each installment of the right CIC COBRA Payments shall be deemed to be a separate payment or reimbursement or in-kind benefits hereunder may for purposes of Section 409A of the Code. The CIC Severance Benefits are intended not be liquidated or exchanged for any other benefitto constitute deferred compensation subject to Section 409A of the Code.

Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything herein in the Plan to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code Code), and any severance payments and benefits to Executive are considered a amount hereunder is “deferral of deferred compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to a such series of installment payments under this Agreement shall be treated as a right to a series of separate paymentspayments and not as a right to a single payment, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company if an Award includes “dividend equivalents” (within the meaning of Section 409A 1.409A-3(e) of the CodeTreasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding anything to the contrary hereinforegoing, except to the extent tax treatment of the benefits provided under the Plan or any expenseAward Agreement is not warranted or guaranteed, reimbursement and in no event shall the Company be liable for all or inany portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of compliance with Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Executive. This Agreement shall be administered and interpreted in a manner consistent with this intent. Consistent with that intent, and to the extent required under Section 409A of the Code, for benefits that are to be paid in connection with a termination of employment, “termination of employment” shall be limited to such a termination that constitutes a “separation from service” under Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee,” as defined determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code Code, on the date of his separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any severance portion of the payments and or benefits to be received by the Executive are considered upon his termination of employment would constitute a “deferral of compensation” under subject to Section 409A of the Code (Code, then to the “Deferred Payments”)extent necessary to comply with Section 409A of the Code, such Deferred Payments amounts that are would otherwise be payable within pursuant to this Agreement during the first six months six-month period immediately following the Termination Date will become payable Executive’s termination of employment shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the Executive’s Termination Date, or if earlier after the date of the Executive’s termination of employment, or (ii) the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of application of Section 409A of the Code, to the right to a series of installment payments extent applicable, each payment made under this Agreement shall be treated as a right to a series separate payment. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary hereincontrary, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” is nonqualified deferred compensation within the meaning of Section 409A of the Code: (xi) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive provided, during any a calendar year will may not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided to the Executive be provided, in any other calendar taxable year, ; (yii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, ; and (ziii) the right to payment or reimbursement or in-kind benefits hereunder may is not be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) (“Code”) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 7.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, to the extent necessary to comply with Section 409A of the Code, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h) with the work threshold of less than fifty percent (50%) of the prior level of services, as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company. For purposes of this Agreement, the Company has determined that the Executive is all rights to payments and benefits hereunder shall be treated as rights to receive a “specified employee” as defined in Section 409A series of the Code and any severance separate payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of fullest extent allowed by Section 409A of the Code. Notwithstanding anything to the contrary hereinIn addition, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not Day Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance its corresponding regulations, to the extent applicable, and shall be so construed. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and benefits to Executive are considered in a “deferral of compensation” under manner permitted by Section 409A of the Code (the “Deferred Payments”)Code, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeitureextent applicable. For purposes of Section 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a the right to a series of separate payments, and references herein to the Executive’s termination of employment . All reimbursements or in-kind benefits provided under this Agreement shall refer to Executive’s separation of services be made or provided in accordance with the Company within the meaning of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Xx. Notwithstanding anything to the contrary hereinXxxxxxxxxx’x lifetime (or during a shorter time specified in this Agreement), except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (xii) the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided to the Executive during any a calendar year will may not affect the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided to the Executive in any other calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, (yiii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall reimbursement of an eligible expense will be made on or before the last day of the calendar taxable year following the calendar year in which the applicable expense is incurred, and (ziv) the right to payment or reimbursement or in-kind benefits hereunder may is not subject to liquidation or exchange for another benefit. Nothing herein shall be liquidated construed as having modified the time and form of payment of any amounts or exchanged payments of “deferred compensation” within the meaning section 409A of the Code that were otherwise payable pursuant to the terms of any agreement between Company and Xx. Xxxxxxxxxx in effect on or after January 1, 2005 and prior to the date of this Agreement. If Xx. Xxxxxxxxxx is considered a specified employee (as defined under Section 409A of the Code) and payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated postponed amounts, with accrued interest as described below, shall be paid in a lump sum payment within five days after the end of the six month period. If Xx. Xxxxxxxxxx dies during the postponement period prior to the payment of benefits, the amounts postponed on account of section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of Xx. Xxxxxxxxxx’x estate within 60 days after the date of Xx. Xxxxxxxxxx’x death. If payment of any other benefitamounts under this Agreement is required to be delayed pursuant to the preceding sentence, the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at an annual rate equal to the rate published in the Wall Street Journal as the “prime rate” as of Xx. Xxxxxxxxxx’x date of termination.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is If you are a “specified employee” (within the meaning of Code section 409A) as defined in Section 409A of your separation from service (within the meaning of Code section 409A): (a) payment of any amounts under this letter (or under any severance arrangement pursuant to this letter) which the Company determines constitute the payment of nonqualified deferred compensation (within the meaning of Code section 409A) and which would otherwise be paid upon your separation from service shall not be paid before the date that is six months after the date of your separation from service and any severance payments amounts that cannot be paid by reason of this limitation shall be accumulated and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable paid on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s your separation of services with the Company from service (within the meaning of Section 409A Code section 409A); and (b) any welfare or other benefits (including under a severance arrangement) which the Company determines constitute the payment of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” nonqualified deferred compensation (within the meaning of Section 409A of the Code: (xCode section 409A) the amount of expenses eligible for reimbursement or in-kind benefits and which would otherwise be provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed upon your separation from service shall be made provided at your sole cost during the first six-month period after your separation from service and, on or before the last first day of the calendar year seventh month following your separation from service, the calendar year in Company shall reimburse you for the portion of such costs that would have been payable by the Company for that period if you were not a specified employee. Payment of any reimbursement amounts and the provision of any benefits by the Company pursuant to this letter (including any reimbursements or benefits to be provided pursuant to a severance arrangement) which the applicable expense is incurred, and Company determines constitute nonqualified deferred compensation (zwithin the meaning of Code section 409A) shall be subject to the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.following:

Section 409A of the Code. Notwithstanding anything herein This Employment Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance its corresponding regulations, or an exemption, and payments may only be made under this Employment Agreement upon an event and benefits to Executive are considered in a “deferral of compensation” under manner permitted by Section 409A of the Code (Code, to the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s deathextent applicable. In the event that payments Payment under this Employment Agreement are deferred pursuant is intended to this be exempt from Code Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount 409A under this Agreement that satisfies the requirements of the “short-term deferral” rule exception set forth in Treasury Regulation Section 1.409A-1(b)(4), to the maximum extent applicable, and then under the “separation pay” exception set forth in Treasury Regulation Section 1.409A-1(b)(9), to the maximum extent applicable. All payments to be made upon a termination of employment under this Employment Agreement may only be made upon a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out (or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to any successor provision) (a substantial risk of forfeiture“Separation from Service”). For purposes of Code Section 409A of the Code409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments, and references herein to . In no event may the Executive’s , directly or indirectly, designate the calendar year of a payment. If the termination of employment shall refer giving rise to Executive’s separation of services with the Company within payments described in Section 3.2.1 is not a Separation from Service, then the meaning of amounts otherwise payable pursuant to Section 409A of the Code3.2.1 will instead be deferred without interest and paid when Executive experiences a Separation from Service. Notwithstanding anything in this Employment Agreement to the contrary hereinor otherwise, except with respect to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Employment Agreement does not constitute that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code: Code and its implementing regulations and guidance, (xa) the expenses eligible for reimbursement or in-kind benefits provided to Executive must be incurred during the Amended Employment Term (or applicable survival period), (b) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (yc) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, incurred and (zd) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.. Notwithstanding any provision to the contrary in this Employment Agreement, if Executive is deemed by Employer at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments due upon Separation from Service set forth herein and/or under any other agreement with Employer are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service with Employer, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code 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 Section 5.12 will be paid in a lump sum to Executive, and any remaining payments due will be paid as otherwise provided in this Employment Agreement or in the applicable agreement. No interest will be due on any amounts so deferred. ​

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company"Code") to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “"specified employee” " (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthis Agreement.

Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), or to be treated as exempt 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, as a short-term deferral, or as any other compensation that is otherwise exempt from Section 409A shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement upon a termination of Executive’s employment that are deemed to constitute non-qualified deferred compensation subject to Section 409A shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code any payment or benefit provided for herein would be subject to additional taxes and any severance payments and benefits to Executive are considered a “deferral of compensation” interest under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the if Executive’s Termination Date, receipt of such payment or if benefit is not delayed until the earlier of (i) the date of the Executive’s death. In death or (ii) the event date that payments under this Agreement are deferred pursuant to this is six (6) months after the Date of Termination of Executive’s employment hereunder (such applicable date, the “Section 14(h409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and Executive shall be paid at solely responsible and liable for the time specified satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in this Section 14(h) without interest. The Company shall consult connection with the Executive in good faith regarding the implementation of the provisions of this Agreement (including, but not limited to, any taxes, penalties and interest under Section 14(h) provided409A), that and neither the Company Company, nor any of its employees or representatives affiliates, shall have any liability obligation to the indemnify or otherwise hold Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4(or any beneficiary) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out harmless from any or when they are made to other executive officersall taxes, will nonetheless be paid to Executive on penalties or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinterest.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time The intent of the Executive’s termination of employment parties is that payments and benefits under this Agreement comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments the Treasury Regulations and benefits to Executive are considered a guidance promulgated thereunder (“deferral of compensation” under Section 409A of the Code (the “Deferred Payments409A”), such Deferred Payments that are otherwise payable within to the first six months following extent subject thereto, and accordingly, to the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Datemaximum extent permitted, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments letter shall be paid at interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the time specified in this Section 14(h) without interest. The Company contrary, Executive shall consult not be considered to have terminated employment with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of any provision in this Agreement. Any amounts scheduled Agreement providing for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer of any amounts or benefits subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to upon or following a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer until Executive would be considered to Executive’s have incurred a “separation of services with from service” from the Company within the meaning of Section 409A of and this Agreement shall be interpreted consistently therewith. Without limiting the Code. Notwithstanding foregoing, and notwithstanding anything to the contrary contained herein, except to the extent (a) any expensepayments or benefits to which Executive becomes entitled under this Agreement, reimbursement or in-kind benefit provided pursuant under any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to this Agreement does not constitute Section 409A of the Code and (b) Executive is deemed at the time of such termination of employment to be a “deferral of compensationspecified employee” within the meaning of under Section 409A of the Code: , then such payments shall not be made or commence until the earliest of (xi) the amount expiration of expenses eligible for reimbursement the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or in-kind benefits provided (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive 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 any calendar year will not affect that period (whether in a single sum or in installments) in the amount absence of expenses eligible this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). Any termination of Executive’s employment is intended to constitute a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate and distinct “payments” for reimbursement or in-kind benefits provided purposes of Section 1.409A of the Code. It is further intended that payments hereunder satisfy, to the Executive in greatest extent possible, the exemption from the application of Code Section 409A (and any other calendar year, state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on as a “short-term deferral”). The Company makes no representation that any or before the last day all of the calendar year following the calendar year payments described or referenced in which the applicable expense is incurredthis letter will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment, and (z) the right Company’s only obligation is to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitcomply with its obligations set forth herein.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment The parties intend that any amounts payable hereunder comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive or are considered a “deferral of compensation” under exempt from Section 409A of the Code (the “Deferred PaymentsSection 409A”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments ) (including under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(hTreasury Regulation §§ 1.409A-1(b)(4) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the (“short-term deferraldeferrals”) and (b)(9) (“separation pay plans,” rule set forth in Section 1.409A-1(b)(4including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeitureRegulation §§ 1.409A-1 through A-6). For purposes of Section 409A 409A, each of the Code, the right to a series of installment payments that may be made under this Agreement shall be treated deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and you agree to negotiate in good faith to make amendments to the Agreement, as a right the parties mutually agree are necessary or desirable to a series avoid the imposition of separate paymentstaxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and references herein you shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of you in connection with the Agreement, as amended by this Amendment, (including any taxes, penalties and interest under Section 409A), and no member of the Company Group shall have any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes, penalties or interest. With respect to the Executive’s termination time of employment payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “separation from employment” (and substantially similar phrases) shall refer to Executive’s mean “separation of services with the Company from service” within the meaning of Section 409A 409A. For the avoidance of doubt, it is intended that any expense reimbursement made to you hereunder shall be exempt from Section 409A. Notwithstanding the Code. Notwithstanding anything foregoing, if any expense reimbursement made hereunder shall be determined to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a be “deferral of deferred compensation” within the meaning of Section 409A of the Code: 409A, then (xi) the amount of expenses eligible for the indemnification payment or expense reimbursement or in-kind benefits provided to the Executive during any calendar one taxable year will shall not affect the amount of expenses eligible for the expense reimbursement or in-kind benefits provided to the Executive in during any other calendar taxable year, (yii) the reimbursements for expenses for which the Executive is entitled to be reimbursed expense reimbursement shall be made on or before the last day of the calendar your taxable year following the calendar year in which the applicable expense is incurred, was incurred and (ziii) the right to payment or expense reimbursement or in-kind benefits hereunder may shall not be liquidated subject to liquidation or exchanged exchange for another benefit. In addition, any other benefitreimbursements for COBRA coverage premiums described in this Agreement shall be paid to you as promptly as practicable, and in all events on or before the last day of the third taxable year of you following the taxable year of the Company in which your employment terminated.

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Xxxxxxx’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything herein to the contrarycontrary herein, if at the time for purposes of the determining Executive’s termination entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A, Executive’s employment with the Company, the Company has determined that the shall not be deemed to have terminated unless and until Executive is incurs a “specified employeeseparation from service” as defined in Section 409A of the Code and Code. Reimbursement of any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under expenses provided for in this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified made promptly upon presentation of documentation in this Section 14(h) without interest. The Company shall consult accordance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Sterling’s policies with respect thereto. Any amount under this Agreement that satisfies thereto as in effect from time to time (but in no event later than the requirements end of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the calendar year following the year when such expenses were incurred); provided, however, that in no event shall the payment is no longer subject to amount of expenses eligible for reimbursement hereunder during a substantial risk of forfeiture. For purposes of Section 409A of calendar year affect the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Codeexpenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement if a payment or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” that constitutes nonqualified deferred compensation within the meaning of Section 409A is payable or provided due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10(a) shall be accumulated and paid in a lump sum on the first day of the calendar year seventh month following the calendar year in which the applicable expense is incurreddate of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (zi) the right “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (iii) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or reimbursement CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or in-kind benefits hereunder may not be liquidated or exchanged for CIC Severance Benefits, as applicable, and any other benefit.payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A shall be deemed to be a separate payment for purposes of

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, and the right Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), or to a series of installment be treated as exempt 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, as a short-term deferral, or as any other compensation that is otherwise exempt from Section 409A shall be treated as excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement upon a right termination of Executive’s employment that are subject to Section 409A shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding any provision in this Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of Executive’s death or (ii) the date that is six months after the Date of Termination of Executive’s employment hereunder (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Any such payment shall be immediately deposited in a segregated account pending its distribution to Executive on the Section 409A Payment Date. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of separate paymentspayments for purposes of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and references herein to Executive shall be solely responsible and liable for the Executive’s termination satisfaction of employment shall refer to Executive’s separation all taxes, penalties and interest that may be imposed on or for the account of services Executive in connection with the Company within the meaning of Agreement (including any taxes, penalties and interest under Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred409A), and neither the Company, nor any of its affiliates, shall have any obligation to indemnify or otherwise hold Executive (zor any beneficiary) the right to payment harmless from any or reimbursement all of such taxes, penalties or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinterest.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the ExecutiveChairman’s termination of employment service with the Company, the Company has determined that the Executive Chairman is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive Chairman are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date termination date will become payable on the first business day of the seventh month following the ExecutiveChairman’s Termination Datetermination date, or if earlier the date of the ExecutiveChairman’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h11(h), then such payments shall be paid at the time specified in this Section 14(h11(h) without interest. The Company shall consult with the Executive Chairman in good faith regarding the implementation of the provisions of this Section 14(h11(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive Chairman with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officersnon-employee directors, will nonetheless be paid to Executive Chairman on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the ExecutiveChairman’s termination of employment service shall refer to ExecutiveChairman’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive Chairman in any other calendar year, (y) the reimbursements for expenses for which the Executive Chairman is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 13 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. (i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the CompanyCompany determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company has determined shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Executive is a “specified employee” as defined in Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A of 409A, including without limitation, actions intended to (i) exempt the Code and any severance payments compensation and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 14(h), then such payments 11(d) shall be paid at not create an obligation on the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation part of the provisions of this Section 14(h) providedCompany to adopt any such amendment, that neither policy or procedure or take any such other action, nor shall the Company nor any of its employees or representatives shall have any liability for failing to the Executive with respect theretodo so. (ii) Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under pursuant to this Agreement shall is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, and references herein any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any expense, reimbursement other applicable exception or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning provision of Section 409A. Any payments subject to Section 409A that are subject to execution of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive a waiver and release which may be executed and/or revoked in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the a calendar year following the calendar year in which the applicable payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s Separation from Service. (iii) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense is was incurred, and (z) . The amount of any such payments eligible for reimbursement in one year shall not affect the right to payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or in-kind benefits hereunder may reimbursement of any such expenses shall not be liquidated subject to liquidation or exchanged exchange for any other benefit.. (e)

Section 409A of the Code. Notwithstanding anything herein any provision to the contrarycontrary in this Agreement, if at the time Employee is deemed on the date of his “separation from service” (within the Executive’s termination meaning of employment Treas. Reg. Section 1.409A-1(h)) with the Company, the Company has determined that the Executive is to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A of the Code and 1.409A-1(i)), then with regard to any severance payments and benefits payment or benefit (including, without limitation, any mortgage assistance payment or loan forgiveness referred to Executive are above) that is considered a “deferral of compensation” deferred compensation under Section 409A of the Code payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Deferred Payments”after taking into account any applicable exceptions to such requirement), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable payment or benefit shall be made or provided on the first business day date that is the earlier of (i) the expiration of the seventh month following the Executive’s Termination Date, or if earlier six (6)-month period measured from the date of the ExecutiveEmployee’s death“separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). In Upon the event that expiration of the Delay Period, all payments under this Agreement are deferred and benefits delayed pursuant to this Section 14(h), then 4(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such payments delay) shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability reimbursed to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth Employee in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment lump sum and any remaining payments and benefits due under this Agreement shall be treated as a right to a series paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of separate payments, and references herein this Agreement to the Executive’s contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall refer employment, references to Executivethe Employee’s separation “termination of services employment” (and corollary terms) with the Company shall be construed to refer to Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A of 1.409A-1(h)) with the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCompany.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company“Code”) to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “specified employee” (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.this Agreement. ​ ​

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company“Code”) to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “specified employee” (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last intent of this Agreement. EMPLOYEE AND AXOGEN have executed this Agreement as of the 25th day of the calendar year following the calendar year in which the applicable expense is incurred, February 2013. AXOGEN Corporation /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CEO EMPLOYEE: /s/ Xxxxx XxXxxxxx Xxxxx XxXxxxxx SCHEDULE LIST Schedule 1 - Duties of Employee Schedule 2 - Compensation and Benefits SCHEDULE 1 DUTIES OF EMPLOYEE The duties of Employee with AXOGEN Corporation (z“AXOGEN” or “Employer”) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.are as follows:

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code (and any severance payments regulations and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code guidelines issued thereunder) (the “Deferred PaymentsCode”), such Deferred Payments that are otherwise payable within ) to the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under extent this Agreement are deferred pursuant to is subject thereto, and this Section 14(h), then such payments Agreement shall be paid at the time specified in this Section 14(h) without interestinterpreted on a basis consistent with such intent. The Company shall consult with the Executive in good faith regarding the implementation of the provisions If an amendment of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability Agreement is necessary in order for it to the Executive comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right parties hereto will negotiate in good faith to a series of installment payments under amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 6.14, shall be treated as a right subject Company to a series of separate paymentsany claim, liability, or expense, and references herein Company shall not have any obligation to indemnify or otherwise protect Executive from the Executive’s termination of employment shall refer obligation to Executive’s separation of services with the Company within the meaning of pay any taxes pursuant to Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six-month period measured from the date of his “separation from service” and (ii) the date of his death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, except to the extent necessary to comply with Section 409A of the Code, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h) with the work threshold of less than 50% of the prior level of services, as uniformly applied by Company) in tandem with Executive’s termination of employment with Company. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. In addition, to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar year, (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which another benefit, and (iii) subject to any shorter time periods provided herein or in the Executive is entitled to be reimbursed shall expense reimbursement policies of Company, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the Release Period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover Release Period”), then any severance payments contingent upon a release and (z) that would otherwise occur during the right to payment or reimbursement or in-kind benefits hereunder may not portion of the Crossover Release Period that falls within the first year will be liquidated or exchanged for any other benefitdelayed and paid in a lump sum during the portion of the Crossover Release Period that falls within the second year.

Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), or to be treated as exempt 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, as a short-term deferral, or as any other compensation that is otherwise exempt from Section 409A shall be treated as excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement upon a termination of Executive’s employment that are deemed to constitute non-qualified deferred compensation subject to Section 409A shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code any payment or benefit provided for herein would be subject to additional taxes and any severance payments and benefits to Executive are considered a “deferral of compensation” interest under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the if Executive’s Termination Date, receipt of such payment or if benefit is not delayed until the earlier of (i) the date of the Executive’s death. In death or (ii) the event date that payments under this Agreement are deferred pursuant to this is six (6) months after the Date of Termination of Executive’s employment hereunder (such applicable date, the “Section 14(h409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and Executive shall be paid at solely responsible and liable for the time specified satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in this Section 14(h) without interest. The Company shall consult connection with the Executive in good faith regarding the implementation of the provisions of this Agreement (including, but not limited to, any taxes, penalties and interest under Section 14(h) provided409A), that and neither the Company Company, nor any of its employees or representatives affiliates, shall have any liability obligation to the indemnify or otherwise hold Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4(or any beneficiary) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out harmless from any or when they are made to other executive officersall taxes, will nonetheless be paid to Executive on penalties or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitinterest.

Section 409A of the Code. Notwithstanding other provisions of this Agreement, this Cash Award shall not be granted, deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of the Cash Award granted under this Agreement may not be made at the time contemplated by the terms of this Agreement without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. References under this Agreement to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (a) if at the time of the ExecutiveParticipant’s termination of employment separation from service with any Service Recipient the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in Section 409A of the Code Code, and any severance payments and benefits to Executive are considered a “the deferral of compensation” the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s separation from service with all Service Recipients (or the “Deferred Payments”earliest date as is permitted under Section 409A of the Code), if such Deferred Payments that are otherwise payment or benefit is payable within upon a termination of employment and (b) if any other payments of money or other benefits due to the first six months following Participant hereunder would cause the Termination Date will become payable on the first business day application of an accelerated or additional tax under Section 409A of the seventh month following Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Executive’s Termination DateCode, or if earlier otherwise such payment or other benefits shall be restructured, to the date of minimum extent necessary, in a manner, reasonably determined by the Executive’s death. In Committee, that does not cause such an accelerated or additional tax or result in an additional cost to the event that payments under this Agreement are deferred pursuant to this Section 14(h), then Company (without any reduction in such payments shall be or benefits ultimately paid at or provided to the time specified in this Section 14(h) without interestParticipant). The Company shall consult with the Executive in good faith regarding the implementation of use commercially reasonable efforts to implement the provisions of this Section 14(h) provided, 7 in good faith; provided that neither the Company Company, the Board, the Committee nor any of its employees the Company’s employees, directors or representatives shall have any liability to the Executive Participants with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit7.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination Internal Revenue Code of employment with 1986, as amended (the Company“Code”) to the extent applicable, the Company has determined Parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. Any payments that are considered deferred compensation under Section 409A of the Executive is Code and that are paid to a “specified employee” (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the right to a series meaning of installment payments such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a right to separate payment. In no event shall the Employee, directly or indirectly, designate the calendar year of a series of separate payments, and references herein to the Executive’s termination of employment payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.this Agreement. ​

Section 409A of the Code. Notwithstanding anything herein This Agreement and the Award are intended to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, be exempt from or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies meet the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement as applicable, and shall be treated as interpreted and construed consistent with that intent and each settlement hereunder shall be considered a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary hereinany other provisions of this Agreement, except to the extent that the right to any expenseissuance of Shares or payment to Grantee hereunder provides for non-qualified deferred compensation within the meaning of Section 409A(d)(1) of the Code that is subject to Section 409A of the Code, reimbursement the issuance or in-kind benefit provided pursuant to this Agreement does not constitute payment shall be made in accordance with the following: If Grantee is a “deferral of compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of Grantee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such issuance of Shares or payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Grantee’s death, if the earlier making of such issuance of Shares or payment would result in tax penalties being imposed on Grantee under Section 409A of the Code: (x) the . The amount of expenses eligible for reimbursement any issuance of Shares or in-kind benefits provided to the Executive payment that would otherwise be made during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed this period shall instead be made on the first business day following the date that is six months following the Separation Date or, if earlier, the date of Grantee’s death. If the Grantee is subject to an employment or before other agreement that specifies a time and form of payment that differs from the last day time and form of payment set forth in Exhibit B, then this Award shall be settled in accordance with such employment or other agreement to the extent required to comply with Section 409A of the calendar year following Code in a manner permissible under the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitPlan.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended in all respects to comply with the contrary, if at the time provisions of Section 409A of the Executive’s termination Code and in particular, those provisions of employment Section 409A dealing with the Company, the Company has determined that the Executive is distributions. This Agreement shall be interpreted and applied in a “specified employee” as defined in manner consistent with Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments ambiguity shall be paid at the time specified resolved in this Section 14(h) without interest. The Company shall consult favor of compliance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In the event any payments or benefits pursuant to the contrary herein, except other provisions of this Agreement would result in the imposition on the Executive of any additional taxes or interest pursuant to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning provisions of Section 409A of the Code: (x) Code and final Treasury Regulations, Internal Revenue Service guidance or other provisions of law, the amount of expenses eligible for reimbursement or in-kind such payments shall be appropriately and equitably adjusted in order that the Executive may receive the same economic benefits as provided under this Agreement and in compliance with Section 409A of the Code and without the imposition on the Executive of any additional taxes and interest thereunder. Any payments to the Executive under this Agreement which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of Executive’s separation from employment service (the “Section 409A Six-Month Waiting Period”) shall not be made during any calendar year will not affect the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to severance payments provided for under Section 3(a)(ii) of this Agreement, such severance payments that would otherwise be paid during the Section 409A Six-Month Waiting Period shall be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the amount of expenses eligible for reimbursement each deferred payment at the short term applicable federal rate as of the date of termination of employment. For purposes of this Agreement, “termination of employment,” “separation from service” or in-kind benefits provided to similar language means separation from service by the Executive in any other calendar year, (y) from the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged Company for any other benefitreason whatsoever within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h).

Section 409A of the Code. Notwithstanding anything herein to It is the contrarygeneral intention, if at but not the time obligation, of the Executive’s termination of employment Committee to design Awards to comply with or to be exempt from the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code regulations promulgated thereunder (the “Nonqualified Deferred PaymentsCompensation Rules”), such Deferred Payments that are otherwise payable within and Awards will be operated and construed accordingly. This Section 11 does not contain a representation to you regarding the first six months following the Termination Date will become payable on the first business day tax consequences of the seventh month following the Executive’s Termination Dategrant, vesting, exercise, settlement, or sale of the Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company or any of its affiliates or their respective employees or directors be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you (or anyone claiming a benefit through you) on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or this Agreement to the contrary, in the event that you are a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) and you become entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if your receipt of such payment or benefits is not delayed until the earlier of (i) the date of your death, or (ii) the Executive’s death. In date that is six months after your “separation from service,” as defined under the event that payments under this Agreement are deferred pursuant to this Nonqualified Deferred Compensation Rules (such date, the “Section 14(h409A Payment Date”), then such payments payment or benefit shall not be provided to you until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid at in a lump sum without interest on the time specified in this Section 14(h) without interest409A Payment Date. The Company shall consult with the Executive in good faith regarding the implementation applicable provisions of the provisions of this Section 14(h) provided, that neither Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any provision in the Company nor any of its employees Plan or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth are in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreementconflict therewith. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement Award, if any, shall be treated as a right to a series of separate payments, and references herein to payment under the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitNonqualified Deferred Compensation Rules.

Section 409A of the Code. Notwithstanding anything herein This Phantom Units Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the contrary, if at Phantom Units Agreement become subject to (a) the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in gross income inclusion set forth within Section 409A 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. Notwithstanding anything to the contrary in this Phantom Units Agreement, to the maximum extent permitted by applicable law, the payments payable to Participant pursuant to this Phantom Units Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, with respect to any severance payments and benefits amounts payable to Executive are Participant under this Phantom Units Agreement in connection with a termination of Participant’s service with Company that would be considered a “deferral of non-qualified deferred compensation” under Section 409A of the Code (Code, in no event shall a termination of service be considered to have occurred under this Phantom Units Agreement unless such termination constitutes the Participant’s “Deferred Payments”separation from service” with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor and any of its employees or representatives shall have any liability to the Executive with respect successor provision thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the CodeCode (including, the right without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to a series of installment payments receive under this Phantom Units Agreement shall be treated as a right to separate and distinct payment and shall not collectively be treated as a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Codesingle payment. Notwithstanding anything to the contrary hereincontained in this Phantom Units Agreement, except with respect to the extent any expense, reimbursement or in-kind benefit provided pursuant amounts payable to Participant under this Phantom Units Agreement does not constitute during a “deferral specified period of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year time following the calendar year occurrence of a payment event, the actual date of payment during such specified period will be determined by Company, in which the applicable expense is incurred, its sole and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitabsolute discretion.

Section 409A of the Code. Notwithstanding anything herein to It is the contrary, if at the time intention of the Executive’s termination of employment with the Company, both the Company has determined and Employee that the Executive is a “specified employee” as defined in benefits and rights to which Employee could be entitled pursuant to this Agreement be exempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If Employee or EXECUTION VERSION the Company believes, at any severance payments time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits to Executive are considered a “deferral of compensation” under and rights such that they comply with Section 409A of the Code (with the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable most limited possible economic effect on Employee and on the first business day Company); provided, however, for the avoidance of doubt, that in no event whatsoever shall the seventh month following the Executive’s Termination DateCompany be liable for any additional tax, interest or if earlier the date of the Executive’s death. penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. In the event that Employee receives any payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at in the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation form of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments, such payments under this Agreement shall be treated as a right to a series of separate payments, and references herein in accordance with Treasury Regulation 1.409A-1(b)(9)(iii), as amended, all or a portion of such payments shall qualify as separation pay under the aforementioned regulation to the Executive’s extent the requirements of such regulation are met. If and to the extent required to comply with Section 409A of the Code, any payment or benefit required to be paid hereunder on account of termination of Employee’s employment or service (or any other similar term) shall refer be made only in connection with a “separation from service” with respect to Executive’s separation of services with the Company Employee within the meaning of Section 409A of the Code. Notwithstanding anything to any other provision of this Agreement, in the contrary herein, except to event Employee is treated as a “specified employee” under Section 409A of the extent Code (and under the terms and conditions of the Company’s Specified Employee Policy) and any expense, reimbursement or in-kind benefit provided pursuant to payment under this Agreement does not constitute is treated as a “deferral of compensation” within the meaning of nonqualified deferred compensation payment under Section 409A of the Code: , then payment of such amounts shall be delayed for six (x6) months and a day following the amount effective date of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount Employee’s termination of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearemployment, (y) the reimbursements for expenses for at which the Executive is entitled to be reimbursed time a lump sum payment shall be made to Employee consisting of the sum of the delayed payments. This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six- (6)-month and a day period, such nonqualified deferred compensation may be paid at any time on or before after such specified employee’s death. Neither the last day Company nor Employee, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A of the calendar year following Code, except in compliance with Section 409A of the calendar year in which the applicable expense is incurredCode and this Agreement, and (z) no amount that is subject to Section 409A of the right Code shall be paid prior to payment or reimbursement or in-kind benefits hereunder the earliest date on which it may not be liquidated or exchanged for any other benefitpaid without violating Section 409A of the Code.

Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 16 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of expenses pursuant to Section 3.F or 3.G and COBRA premiums pursuant to Section 7.C) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 9.13, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. For purposes of Section 409A of the Code (including, and (z) the without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive the severance payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment or reimbursement or in-kind benefits hereunder may not shall at all times be liquidated or exchanged for any other benefitconsidered a separate and distinct payment.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Executive’s termination of employment It is intended that this Agreement will comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (and any regulations and guidelines issued thereunder) to the “Deferred Payments”)extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day intent. If an amendment of the seventh month following Agreement is necessary in order for it to comply with Section 409A, the Executive’s Termination Date, or if earlier parties hereto will negotiate in good faith to amend the date Agreement in a manner that preserves the original intent of the Executive’s deathparties to the extent reasonably possible. In the event that payments under this Agreement are deferred No action or failure by Company in good faith to act, pursuant to this Section 14(h)7.14, then such payments shall be paid at the time specified in this Section 14(h) without interest. The subject Company to any claim, liability, or expense, and Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall not have any liability obligation to indemnify or otherwise protect Executive from the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made obligation to other executive officers, will nonetheless be paid pay any taxes pursuant to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything In addition, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For all purposes under this Agreement, except reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-l(h), as uniformly applied by Company) with Company. In addition, to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to It is the contrarygeneral intention, if at but not the time obligation, of the Executive’s termination of employment Committee to design Awards to comply with or to be exempt from the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments the regulations promulgated thereunder (the "Nonqualified Deferred Compensation Rules"), and benefits Awards will be operated and construed accordingly. This Section 11 does not contain a representation to Executive are considered a “deferral of compensation” under Section 409A you regarding the tax consequences of the Code (the “Deferred Payments”)grant, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day vesting, exercise, settlement, or sale of the seventh month following Award (or the Executive’s Termination DateStock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or this Agreement to the contrary, in the event that you are a "specified employee" (as defined under the Nonqualified Deferred Compensation Rules) and you become entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if your receipt of such payment or benefits is not delayed until the earlier of (i) the date of your death, or (ii) the Executive’s death. In date that is six months after your "separation from service," as defined under the event that payments under this Agreement are deferred pursuant to this Nonqualified Deferred Compensation Rules (such date, the "Section 14(h409A Payment Date"), then such payments payment or benefit shall not be provided to you until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid at in a lump sum without interest on the time specified in this Section 14(h) without interest409A Payment Date. The Company shall consult with the Executive in good faith regarding the implementation applicable provisions of the provisions of this Section 14(h) provided, that neither Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any provision in the Company nor any of its employees Plan or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth are in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreementconflict therewith. Any amounts scheduled for Each payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement Award, if any, shall be treated as a right to a series of separate payments, and references herein to payment under the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitNonqualified Deferred Compensation Rules.

Section 409A of the Code. Notwithstanding anything herein This Agreement and all compensation derived from this Agreement are intended to the contraryeither be exempt from, if at the time of the Executive’s termination of employment with the Companyor comply with, the Company has determined that the Executive is a “specified employee” as defined in requirements of Section 409A of the Code and Code. Accordingly, notwithstanding any severance payments and benefits to Executive are considered a “deferral other provision of compensation” under Section 409A of the Code (the “Deferred Payments”)this Agreement, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) providedAgreement will be interpreted consistent with the preceding sentence. By way of illustration, that neither the Company nor any of its employees or representatives shall have any liability to the Executive extent required to comply with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right words “termination of employment” or words or phrases to a series of installment payments under similar effect in this Agreement shall be treated as a right to a series of separate payments, and references herein to mean the Executive’s termination of employment shall refer to Executive’s “separation of services with the Company from service” within the meaning of Section 409A of the Code. Notwithstanding anything any provision of this Agreement to the contrary hereincontrary, except to any payments provided under Section 5.3(2)-(3) upon the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute separation from service of a “deferral of compensationspecified employee” (within the meaning of Section 409A of the Code: Code and the Company’s policy, if any, for identifying specified employees), shall be paid no earlier than the first business day of the seventh month after such specified employee’s separation from service, together with interest from the date of separation from service to the date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the date of separation from service. Further, to the extent that any in-kind benefit or reimbursement provided under this Agreement constitutes nonqualified deferred compensation, (x) the amount of expenses eligible for reimbursement or any such in-kind benefits provided benefit or reimbursement to which the Executive may be entitled during any a calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided to the Executive in any other calendar year, (y) the reimbursements any such benefit or reimbursement shall not be subject to liquidation or exchange for expenses for which the Executive is entitled to be reimbursed another benefit, and (z) any such reimbursement shall be made on or before paid no later than the last day of the calendar year following the calendar taxable year in which the applicable expense is reimbursable expense, if any, was incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. Notwithstanding anything herein to It is the contrary, if at the time intention of the Executive’s termination of employment with the Company, both the Company has determined and Employee that the Executive is a “specified employee” as defined in benefits and rights to which Employee could be entitled pursuant to this Agreement be exempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If Employee or the Company believes, at any severance payments time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits to Executive are considered a “deferral of compensation” under and rights such that they comply with Section 409A of the Code (with the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable most limited possible economic effect on Employee and on the first business day Company); provided, however, for the avoidance of doubt, that in no event whatsoever shall the seventh month following the Executive’s Termination DateCompany be liable for any additional tax, interest or if earlier the date of the Executive’s death. penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. In the event that Employee receives any payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at in the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation form of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments, such payments under this Agreement shall be treated as a right to a series of separate payments, and references herein in accordance with Treasury Regulation 1.409A-1(b)(9)(iii), as amended, all or a portion of such payments shall qualify as separation pay under the aforementioned regulation to the Executive’s extent the requirements of such regulation are met. If and to the extent required to comply with Section 409A of the Code, any payment or benefit required to be paid hereunder on account of termination of Employee’s employment or service (or any other similar term) shall refer be made only in connection with a “separation from service” with respect to Executive’s separation of services with the Company Employee within the meaning of Section 409A of the Code. Notwithstanding anything to any other provision of this Agreement, in the contrary herein, except to event Employee is treated as a “specified employee” under Section 409A of the extent Code (and under the terms and conditions of the Company’s Specified Employee Policy) and any expense, reimbursement or in-kind benefit provided pursuant to payment under this Agreement does not constitute is treated as a “deferral of compensation” within the meaning of nonqualified deferred compensation payment under Section 409A of the Code: , then payment of such amounts shall be delayed for six (x6) months and a day following the amount effective date of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount Employee’s termination of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearemployment, (y) the reimbursements for expenses for at which the Executive is entitled to be reimbursed time a lump sum payment shall be made to Employee consisting of the sum of the delayed payments. This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six- (6)-month and a day period, such nonqualified deferred compensation may be paid at any time on or before after such specified employee’s death. Neither the last day Company nor Employee, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A of the calendar year following Code, except in compliance with Section 409A of the calendar year in which the applicable expense is incurredCode and this Agreement, and (z) no amount that is subject to Section 409A of the right Code shall be paid prior to payment or reimbursement or in-kind benefits hereunder the earliest date on which it may not be liquidated or exchanged for any other benefitpaid without violating Section 409A of the Code.

Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Employee’s separation from service within the meaning of Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”), the Employer determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then the payment of any deferred compensation hereunder shall not commence until the date that is the earlier of: (A) six (6) months and one (1) calendar day after the Employee’s separation from service; and (B) his death. Any installment payments of severance or other deferred compensation under this Agreement shall be deemed a series of separate payments for purposes of section 409A of the Code. To the extent necessary to comply with Section 409A of the Code, if the time period for considering and executing the Release under this Letter Agreement spans two (2) calendar years, then the severance or payment will not be made or commence until the later calendar year. Notwithstanding anything herein to the contrary, if at the time of the Executive’s no event shall constitute a “termination of employment with the Companyemployment” in this Agreement, the Company has determined that the Executive unless such event is also a “specified employeeseparation from service,” as that term is defined in for purposes of Section 409A of the Code and Treasury Regulations §1.409A-3(a)(1) and 1.409A-1(h), and any severance payments and benefits references hereunder to Executive are considered a “deferral termination of compensationemployment” under shall have the same meaning as “separation from service,” as so defined. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code (Code. To the “Deferred Payments”), such Deferred Payments extent that are otherwise payable within the first six months following the Termination Date will become payable on the first business day any provision of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant is ambiguous as to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult its compliance with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement provision shall be treated as read in such a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services manner so that all payments hereunder comply with the Company within the meaning of Section 409A of the Code. Notwithstanding anything The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Employer makes no representation or warranty as to the contrary hereincompliance of this Agreement with Code Section 409A, except and, other than its tax withholding obligation, the Employer shall have no liability to the extent Employee or any expense, reimbursement or in-kind benefit provided pursuant to other person if any provisions of this Agreement does not is determined to constitute a “deferral of compensation” within the meaning of deferred compensation taxable under Section 409A of the Code: (x) . However, the amount of expenses eligible for reimbursement or in-kind benefits provided parties agree to reasonably cooperate and work together to adopt amendments to this Agreement to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided extent necessary to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day comply with Section 409A of the calendar year following Code with the calendar year in which the applicable expense is incurred, and (z) the right intent to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.avoid liability under Code Section 409A.

Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time This Agreement shall be construed and administered in accordance with Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended (the “Code”), or an applicable exemption from Code Section 409A. To the extent that any compensation payable under this Agreement constitutes deferred compensation within the meaning of Code Section 409A and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that provide for payment of compensation that is subject to Section 409A and that has payment triggered by the Participant’s termination separation from service other than on account of employment with the CompanyParticipant’s death shall be deemed to provide for payment that is triggered only by the Participant’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “Section 409A Separation from Service”), (ii) if the Company has determined that the Executive Participant is a “specified employee” as defined in within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of the Participant’s Section 409A Separation from Service (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the Code and any severance payments and benefits “specified employee identification date” that relates to Executive are considered a “deferral the date of compensation” under such Section 409A Separation from Service or in the absence of such rules established by the Code (Company, under the “Deferred Payments”default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)), such Deferred Payments that are otherwise payable within compensation triggered by such Section 409A Separation from Service shall be paid to the first Participant six months following the Termination Date will become payable on date of such Section 409A Separation from Service (provided, however, that if the first business day Participant dies after the date of the seventh such Section 409A Separation from Service, this six month following the Executive’s Termination Date, or if earlier delay shall not apply from and after the date of the ExecutiveParticipant’s death. In ); and (iii) to the event extent necessary to comply with Code Section 409A, the definition of change in control that payments applies under Code Section 409A shall apply under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified extent that it is more restrictive than the definition of Change in this Section 14(h) without interestControl that would otherwise apply. The Participant acknowledges and agrees that the Company shall consult with the Executive in good faith has made no representation regarding the implementation tax treatment of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount payment under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth and, notwithstanding anything else in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled , that the Participant is solely responsible for all taxes due with respect to any payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitAgreement.

Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 19 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7.C) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.

Section 409A of the Code. Notwithstanding anything herein to It is the contrary, if at the time intention of the Executive’s termination of employment with the Company, both the Company has determined and Employee that the Executive is a “specified employee” as defined in benefits and rights to which Employee could be entitled pursuant to this Agreement be exempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder, to the extent that the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If Employee or the Company believes, at any severance payments time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits to Executive are considered a “deferral of compensation” under and rights such that they comply with Section 409A of the Code (with the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable most limited possible economic effect on Employee and on the first business day Company); provided, however, for the avoidance of doubt, that in no event whatsoever shall the seventh month following the Executive’s Termination DateCompany be liable for any additional tax, interest or if earlier the date of the Executive’s death. penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. In the event that Employee receives any payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at in the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation form of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments, such payments under this Agreement shall be treated as a right to a series of separate payments, and references herein in accordance with Treasury Regulation 1.409A-1(b)(9)(iii), as amended, all or a portion of such payments shall qualify as separation pay under the aforementioned regulation to the Executive’s extent the requirements of such regulation are met. If and to the extent required to comply with Section 409A of the Code, any payment or benefit required to be paid hereunder on account of termination of Employee’s employment or service (or any other similar term) shall refer be made only in connection with a “separation from service” with respect to Executive’s separation of services with the Company Employee within the meaning of Section 409A of the Code. Notwithstanding anything to any other provision of this Agreement, in the contrary herein, except to event Employee is treated as a “specified employee” under Section 409A of the extent Code (and under the terms and conditions of the Company’s Specified Employee Policy) and any expense, reimbursement or in-kind benefit provided pursuant to payment under this Agreement does not constitute is treated as a “deferral of compensation” within the meaning of nonqualified deferred compensation payment under Section 409A of the Code: , then payment of such amounts shall be delayed for six (x6) months and a day following the amount effective date of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount Employee’s termination of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar yearemployment, (y) the reimbursements for expenses for at which the Executive is entitled to be reimbursed time a lump sum payment shall be made to Employee consisting of the sum of the delayed payments. This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six- (6)-month and a day period, such nonqualified deferred compensation may be paid at any time on or before after such specified employee’s death. Neither the last day Company nor Employee, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A of the calendar year following Code, except in compliance with Section 409A of the calendar year in which the applicable expense is incurredCode and this Agreement, and (z) no amount that is subject to Section 409A of the right Code shall be paid prior to payment or reimbursement or in-kind benefits hereunder the earliest date on which it may not be liquidated or exchanged for any other benefit.paid without violating Section 409A of the Code. [signatures on next page]

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Executive. This Agreement shall be administered and interpreted in a manner consistent with this intent. Each payment hereunder shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee,” as defined determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code Code, on the date of the Executive’s separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any severance portion of the payments and or benefits to be received by the Executive are considered upon his or her separation from service would constitute a “deferral of compensation” under subject to Section 409A of the Code (Code, then to the “Deferred Payments”)extent necessary to comply with Section 409A of the Code, such Deferred Payments amounts that are would otherwise be payable within pursuant to this Agreement during the first six months six-month period immediately following the Termination Date Executive’s termination of employment will become payable instead be paid or made available on the earlier of (a) the first business day of the seventh month following after the Executive’s Termination Datetermination of employment, or if earlier the date of (b) the Executive’s death. In Notwithstanding the event that payments under foregoing or any other provision of this Agreement are deferred pursuant to this Section 14(h)the contrary, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees subsidiaries or representatives affiliates shall have be deemed to guarantee any liability to the Executive particular tax result for any Executive, spouse, or beneficiary with respect theretoto any payments provided hereunder. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments In addition, for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of phrase “permitted by Section 409A of the Code,” or words of similar import, will mean that the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of event or circumstances that may occur or exist only if permitted by Section 409A of the Code. Notwithstanding anything to Code would not cause the contrary herein, except to the extent any expense, reimbursement identified amount that is deferred or in-kind benefit provided pursuant to payable under this Agreement does not constitute a “deferral to be includable in the gross income of compensation” within the meaning of Executive (or his or her beneficiary) under Section 409A 409A(a)(1) of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A of the Code. This Award Agreement and the Plan are intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (the “Code”), and shall in all respects be administered in accordance with section 409A of the Code. The issuance of Common Stock with respect to vested Restricted Units under this Award Agreement is intended to be meet the “short term deferral” exception under section 409A of the Code. Notwithstanding anything herein any provision in this Award Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Participant is a “specified employee” (as defined in Section section 409A of the Code Code) and any severance payments and benefits it is necessary to Executive are considered a “deferral postpone the issuance of compensation” under Section 409A shares of the Code (the “Deferred Payments”), such Deferred Payments that are Common Stock otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments issuable under this Award Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor prevent any of its employees accelerated or representatives shall have any liability to the Executive with respect thereto. Any amount additional tax under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with then the Company will postpone such issuance until 5 days after the end of the six-month period following the Participant’s “separation from service” within the meaning of Section such term under section 409A of the Code. Notwithstanding anything If the Participant dies during the postponement period prior to the contrary hereinissuance of the shares of Common Stock, except the issuance of the shares of Common Stock postponed on account of section 409A of the Code shall be made to the extent any expensepersonal representative of the Participant’s estate within 60 days after the date of the Participant’s death. The determination of who is a specified employee, reimbursement including the number and identity of persons considered specified employees and the identification date, shall be made by such Administering Body or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral its delegate in accordance with the provisions of compensation” within the meaning of Section sections 416(i) and 409A of the Code: (x) . To the amount extent that any provision of expenses eligible for reimbursement the Plan would cause a conflict with the requirements of section 409A of the Code, or in-kind benefits provided would cause the administration of the Plan to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the Executive during any calendar year will not affect extent permitted by applicable law. In no event shall the amount of expenses eligible for reimbursement Participant, directly or in-kind benefits provided to the Executive in any other calendar yearindirectly, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of designate the calendar year following of issuance of the calendar year shares of Common Stock hereunder. This Award Agreement may be amended without the consent of the Participant in which any respect deemed by the applicable expense is incurred, and (z) Administering Body to be necessary in order to preserve compliance with section 409A of the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitCode.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Participant. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding anything herein in this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company, the Company has determined that the Executive Participant is a “specified employee” as defined in (within the meaning of Section 409A of the Code Code) and any severance payments and benefits payment made pursuant to Executive are this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon the Participant’s “separation from service” (within the meaning of Section 409A of the Code), then the payment date for the shares of Stock underlying the vested RSUs, if any, that would have otherwise been made in the first six (6) months following the Participant’s “separation from service” shall be the date that is the first day of the seventh month after the date of the Participant’s “separation from service” with the Company or an Affiliate (determined in accordance with Section 409A of the Code) or upon the Participant’s death, if earlier. In addition, if the event triggering the Participant’s right to receive payment of shares of Stock hereunder is the Participant’s termination of employment, but such termination of employment does not constitute a “separation from service” with the Company or an Affiliate within the meaning of Section 409A of the Code, then the payment hereunder payable by reason of such termination of employment that is considered to be a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”)shall not be paid upon such termination of employment, such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day but instead, shall remain an obligation of the seventh month following Company to the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments Participant and shall be paid at or provided to the time specified in this Section 14(h) without interest. The Company shall consult with Participant upon the Executive in good faith regarding the implementation first to occur of the provisions of this Section 14(hfollowing events: (a) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the Participant’s “short-term deferralseparation from service” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company (within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement ); or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (xb) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitParticipant’s death.

Section 409A of the Code. Notwithstanding anything herein This Agreement is intended to the contrary, if at the time of the Executive’s termination of employment comply with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A requirements of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (including the “Deferred Payments”exceptions thereto), such Deferred Payments that are otherwise payable within to the first six months following extent applicable, and the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under Company shall administer and interpret this Agreement are deferred pursuant to this Section 14(h), then in accordance with such payments shall be paid at the time specified requirements. If any provision contained in this Section 14(h) without interest. The Company shall consult Agreement conflicts with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the CodeCode (or the exemptions intended to apply under this Agreement), the right to a series of installment payments under this Agreement shall be treated as a right deemed to a series be reformed to comply with the requirements of separate payments, and references herein Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s termination entitlement to the payment or receipt of employment shall refer to Executive’s separation of services with the Company amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with the Company’s policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement if a payment or in-kind benefit provided pursuant to under this Agreement does not constitute a “deferral of compensation” that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code: Code is payable or provided due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (xpayments to specified employees upon a separation from service) the amount of expenses eligible for reimbursement or in-kind benefits provided and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the Executive during any calendar year will not affect extent necessary to comply with the amount requirements of expenses eligible for reimbursement or in-kind benefits provided to Section 409A of the Executive in any other calendar yearCode, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first (1st) day of the calendar year seventh (7th) month following the date of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (a) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such Severance Benefits from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year in which the applicable expense is incurred, and (z) the right to of any payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitunder this Agreement.

Section 409A of the Code. Notwithstanding anything herein It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the contraryextent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 7.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death. Any payments due under this Agreement other than the Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by Company constitute a breach of Company’s obligations under this Agreement. For the provision of payments and benefits under this Agreement upon termination of employment, reference to Executive’s “termination of employment” (and corollary terms) with Company shall be construed to refer to Executive’s “separation from service” from Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) in tandem with Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h)addition, then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services with the Company within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent that any expense, reimbursement or in-kind benefit provided pursuant to under this Agreement does not constitute or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code: , (xi) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any benefit in one calendar year will may not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive benefit in any other calendar yearyear (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (yii) the reimbursements right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for expenses for which the Executive is entitled another benefit, and (iii) subject to be reimbursed shall any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the applicable expense is was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), then any severance payments that would otherwise occur during the portion of the Crossover 60-Day Period that falls within the first year will be delayed and (z) paid in a lump sum during the right to payment or reimbursement or inportion of the Crossover 60-kind benefits hereunder may not be liquidated or exchanged for any other benefitDay Period that falls within the second year.

Section 409A of the Code. This Agreement is intended, to the greatest extent permitted under applicable law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder (“Section 409A”) such that no payments or benefits provided under this Agreement are subject to Section 409A. Notwithstanding anything herein to the contrary, if at the time timing of the Executive’s termination of employment with the Company, the Company has determined that the Executive is a “specified employee” as defined in Section 409A of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A of the Code (the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first six months following the Termination Date will become payable on the first business day of the seventh month following the Executive’s Termination Date, or if earlier the date of the Executive’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h), then such payments shall be paid at the time specified in this Section 14(h) without interestmade consistent with such exemption. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the Executive’s right to receive a series of installment payments under this Agreement Agreement, if any, shall be treated as a right to receive a series of separate payments. To the extent applicable, and references herein this Agreement shall be interpreted in accordance with Section 409A, including without limitation any such regulations or other guidance that may be issued after the Separation Date. Notwithstanding any provision of this Agreement to the Executive’s termination of employment shall refer to Executive’s separation of services with contrary, in the event that the Company within determines that any amounts payable hereunder may be subject to Section 409A, the meaning of Section 409A of the Code. Notwithstanding anything to the contrary hereinCompany may, except to the extent permitted under Section 409A cooperate in good faith to adopt such amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A; provided, however, that this Section 13 shall not create an obligation on the part of the Company to adopt any expensesuch amendment, reimbursement policy or in-kind benefit provided procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Agreement does not constitute a “deferral of compensation” within are subject to the meaning provisions of Section 409A 409A, such reimbursements shall be paid to Executive no later than December 31 of the Code: (x) year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar reimbursed in one year will shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar subsequent year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the Executive’s right to payment or reimbursement or in-kind benefits hereunder may under this Agreement will not be liquidated subject to liquidation or exchanged exchange for any other another benefit.

Section 409A of the Code. Notwithstanding anything herein any provision of this Agreement to the contrary, if at this Agreement is intended to meet the time requirements of Section 409A of the Executive’s termination of employment with Code to the Companyextent applicable, the Company has determined parties intend to administer this Agreement in a manner that is consistent with those requirements or an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. If and to the Executive is extent applicable, severance benefits shall be paid first under the “short-term deferral exception” and then under the “separation pay exception” of Section 409A of the Code, and any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a “specified employee” (as defined in Section 409A of the Code and any severance payments and benefits Code) upon separation from service shall be subject to Executive are considered a “deferral of compensation” under six (6) month delay, if required by Section 409A of the Code (Code. If required by Section 409A of the “Deferred Payments”)Code, such Deferred Payments that are any amounts otherwise payable within during the first six months following (6) month period that commences on and follows the Termination Date will become payable Employee’s termination date shall be paid in one lump sum amount on the first business day payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the seventh month following the Executive’s Termination Date, or if earlier the date of the ExecutiveEmployee’s death. In the event that payments under this Agreement are deferred pursuant to this Section 14(h, if earlier), then such payments shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provided, that neither the Company nor any of its employees or representatives shall have any liability to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a the right to a series of separate payments. In no event shall the Employee, and references herein to directly or indirectly, designate the Executive’s termination calendar year of employment a payment. All reimbursements under this Agreement shall refer to Executive’s separation of services be provided in a manner that complies with the Company within the meaning of Section 409A of the Code, if applicable. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement If required by regulations or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of other guidance issued under Section 409A of the Code: (x) Code or a court of competent jurisdiction, the amount of expenses eligible provisions regarding payments hereunder shall be amended to provide for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled such payments to be reimbursed shall be made on at the time allowed under such regulations, guidance or before authority that most closely achieves the last day intent of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefitthis Agreement.

Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive’s termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time Executive is deemed on the date of the Executive’s termination of employment with the Company, the Company has determined that the Executive is separation from service to be a “specified employee” as defined within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the Code and any severance payments and benefits to Executive are considered a “deferral of compensation” under Section 409A six (6)-month period measured from the date of the Code Executive’s separation from service, and (ii) the date of the Executive’s death (the “Deferred PaymentsDelay Period”), such Deferred Payments that are otherwise payable within . On the first six months following the Termination Date will become payable on the first business day of the seventh month following the date of the Executive’s Termination Dateseparation from service or, or if earlier earlier, on the date of the Executive’s death. In the event that , all payments under this Agreement are deferred delayed pursuant to this Section 14(h), then such payments 19 shall be paid at the time specified in this Section 14(h) without interest. The Company shall consult with or reimbursed to the Executive in good faith regarding the implementation of the provisions of this Section 14(h) provideda lump sum, that neither the Company nor and any of its employees or representatives shall have any liability remaining payments and benefits due to the Executive with respect thereto. Any amount under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. Any amounts scheduled for payment hereunder when they are ordinarily paid out or when they are made to other executive officers, will nonetheless be paid to Executive on or before March 15th of the year following the year when the payment is no longer subject to a substantial risk of forfeiture. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to the Executive’s termination of employment shall refer to Executive’s separation of services paid or provided in accordance with the Company within the meaning of Section 409A of the Codenormal payment dates specified for them herein. Notwithstanding anything to the contrary herein, except to To the extent any expensereimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(v)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided pursuant benefits is not subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: liquidation or exchange for another benefit, and (xii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive be provided, in any other calendar taxable year. If under this Agreement, (y) the reimbursements for expenses for which the Executive any amount is entitled to be reimbursed paid in two or more installments, each such installment shall be made on or before the last day treated as a separate payment for purposes of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.Section 409A.