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

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]

Section 409A of the Code. To Purchase Rights granted under the extent applicable, it is 423 Component are intended that this Agreement comply with to be exempt from the provisions application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“under U.S. Treasury Regulation Section 409A”1.409A-1(b)(5)(ii). This Agreement shall Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be administered exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement, or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled, or deferred in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to will comply with Section 409A (which amendment of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be retroactive issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if a Purchase Right that is intended to be exempt from or compliant with Section 409A of the extent permitted Code is not so exempt or compliant or for any action taken by Section 409A). Unless otherwise expressly providedthe Board with respect thereto and in no event will the Company, any payment of compensation by Company to Executive, whether pursuant to this Agreement Related Corporation or otherwise, shall any Affiliate be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year liable for all or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment any portion of any severance payments provided for under this Agreement shall taxes, penalties, interest or other expenses that may be treated as incurred by a separate payment for purposes Participant on account of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in non-compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. (a)The Award is intended to qualify for the “short-term deferral” exception under Section 409A of the Code. To the extent applicablethat the Award is construed to be nonqualified deferred compensation subject to Section 409A of the Code, it is intended that the Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement comply in a manner that minimizes adverse tax consequences to the Award Recipient and is consistent with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any Each payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment of compensation. In no event may the Award Recipient, directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, with respect to any portion of the Award that constitutes nonqualified deferred compensation under Section 409A of the Code, to the extent required for compliance with Section 409A of the Code and/or to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the administrative provisions in Section 8 of the Plan shall apply and an Award Recipient shall not be considered to have experienced a Separation from Service for purposes of application of Section 409A. To the extent Award, and no payments or issuances that any severance payments come within the definition of “short term deferrals” or “involuntary severance” are to be made upon Separation from Service under Section 409A, such amounts this Agreement shall be excluded made, unless and until the Award Recipient experiences a “separation from “deferred compensationservice” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended 409A of the Code. (b)This Agreement shall be subject to comply amendment, with or without advance notice to the requirements of Section 409AAward Recipient, and shall be interpreted on a prospective or retroactive basis, including, but not limited to, amendment in accordance therewith. Neither party individually or in combination may acceleratea manner that adversely affects the rights of the Award Recipient, offset or assign any such deferred payment, except in to the extent necessary to effect compliance with Section 409A. No amount shall be paid prior to 409A of the earliest date on which it is permitted to be paid under Section 409A and Executive Code. Notwithstanding anything contained in this Agreement or the Plan, the Company shall have no discretion with liability whatsoever for or in respect of any decision to the timing of payments except as permitted under Section 409A. Any payments take action to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary attempt to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) 409A of the Company at a time when its stock is deemed Code, any omission to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) take such action or for the first day failure of the seventh (7th) complete calendar month following any such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed action taken by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitso comply. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]18.

Section 409A of the Code. To This Agreement is intended, to the greatest extent applicablepermitted under law, it is intended that this Agreement to comply with the provisions of short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code and the regulations and other interpretative guidance promulgated issued thereunder (“Section 409A”). This ) such that no benefits or payments under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are subject to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive 409A. Notwithstanding anything herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment timing of any severance payments provided for under this Agreement shall be made consistent with such exemption. Executive’s right to receive a series of installment payments under this Agreement, if any, shall be treated as a right to receive a series of separate payment payments. To the extent applicable, 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 contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, 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 paragraph shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for purposes of application of Section 409A. failing to do so. To the extent that any severance payments come within reimbursements payable pursuant to this Agreement are subject to the definition provisions of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid to Executive no later than the end December 31 of the calendar year following the year in which the Executive incurs such expensesexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Executive’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). a) This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are 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 to the contrary herein, for purposes of determining Executive's entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A, 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 interpreted made promptly upon presentation of documentation in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Provident's policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year such expenses were incurred); provided, however, that in which the payment no event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided hereunder during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other taxable year; . Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement 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, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the 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 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 (i) the "short-term deferral exception" set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) reimbursements shall be paid no later than the end of the calendar year following the year "two times severance exception" set forth in which the Executive incurs such expensesTreas. Reg. § 1.409A-1(b)(9)(iii), and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and or (iii) the right to reimbursement or in"limited payments exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-kind benefits term deferral exception, the two times severance exception and the limited payments exception shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein applied to the contrarySeverance Benefits or CIC Severance Benefits, no amendment may 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 shall be made to this Agreement if it would cause the Agreement or any payment hereunder not deemed to be in compliance with a separate payment for purposes of Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409Aincluding, without limitation, Treasury Regulation 1.409A-3(c). Unless otherwise expressly provided), any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, such provision shall be made no later than read, or shall be modified (with the 15th day mutual consent of the third month (i.e.parties, 2½ months) after which consent shall not be unreasonably withheld), as the later of the end of the calendar year or the Company’s fiscal year case may be, in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance manner so that all payments provided for due under this Agreement shall be treated as a separate payment for purposes of application of 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 the Company or its affiliates, that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from constitutes “deferred compensation” as allowed under subject to Section 409A, 409A and shall not that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the following Section 409A compliance requirements. All payments additional tax because Executive is a “specified employee” (within the meaning of “nonqualified deferred compensation” Section 409A and as determined by the Company), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of the Company (within the meaning of Section 409A) or Executive’s death. 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 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 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. 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 intended 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 comply with the requirements of be subject to Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign the amount of any such deferred paymentexpenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in compliance with Section 409A. No amount no event shall any expenses be paid prior to reimbursed after the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs incurred such expenses, and the Executive in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the any right to reimbursement or the provision of any in-kind benefits shall not benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To This Agreement is intended, to the greatest extent applicablepermitted under law, it is intended that this Agreement to comply with the provisions of short-term deferral exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance promulgated issued thereunder (“Section 409A”). This ) such that no benefits or payments under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are subject to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive 409A. Notwithstanding anything herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment timing of any severance payments provided for under this Agreement shall be made consistent with such exemption. Executive’s right to receive a series of installment payments under this Agreement, if any, shall be treated as a right to receive a series of separate payment payments. To the extent applicable, 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 Termination Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, 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 14 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for purposes of application of Section 409A. failing to do so. To the extent that any severance payments come within reimbursements payable pursuant to this Agreement are subject to the definition provisions of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid to Executive no later than the end December 31 of the calendar year following the year in which the Executive incurs such expensesexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Executive’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it It is intended that this Agreement comply the Performance Share Units be exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code (together with any Department of Treasury regulation and other interpretive guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after the guidance promulgated thereunder (date hereof, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, ) and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated interpreted, construed, and operated to reflect such intent. However, notwithstanding any other provision of the Plan, the Grant Notice, or this Agreement, if at any time the Committee determines that the Performance Share Units (or any portion thereof) may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other Person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other action, as a separate payment the Committee determines is necessary or appropriate either for purposes of the Performance Share Units to be exempt from the application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” 409A or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A. Notwithstanding any other provision herein to the contrary, and shall be interpreted if the Participant is a “specified employee” as determined by the Company in accordance therewith. Neither party individually or in combination may acceleratewith its established policy, offset or assign any such settlement of Performance Share Units hereunder that would be a payment of deferred payment, except in compliance with Section 409A. No amount shall be paid prior to compensation within the earliest date on which it is permitted to be paid under meaning of Section 409A and Executive shall have no discretion with respect to the timing Participant as a result of payments except the Participant’s “separation from service” as permitted defined under Section 409A. Any payments to which Section 409A applies which are subject to execution (other than as a result of a waiver death) and release which may that would otherwise be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) paid within six months of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon Participant’s separation from service shall be made no payable on the date that is one day after the earlier than of (i) the first day of date that is six months after the seventh (7th) complete calendar month following such termination of employmentParticipant’s separation from service, or (ii) Executive’s death, consistent the date that otherwise complies with the provisions requirements of Section 409A. Any The payment delayed by reason of amounts and delivery of shares hereunder is hereby designated as a “separate payment” for purposes of Section 409A. The Participant understand and agrees that the prior sentence shall be paid out in a single lump sum at participant is solely responsible for the end payment of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject any taxes and penalties due pursuant to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]409A.

Section 409A of the Code. To the extent applicable, it This Award Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratea manner that satisfies the requirements of Section 409A of the Code, offset or assign any such deferred payment, except in compliance with Section 409A. No amount and the Award Agreement shall be paid prior operated accordingly. If any provision of the 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 else in this Award Agreement, if the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of Board considers a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined Participant to be a “key specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined and determined under in Section 409A) 409A of the Company at a time when its stock Code), and the amount hereunder is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 no until the date that is six months after such separation from service, except to the extent that earlier than (i) the first day distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the seventh Code. If the Award includes a “series of installment payments” (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with within the provisions meaning of Section 409A. Any payment delayed by reason 1.409A-2(b)(2)(iii) of the prior sentence Treasury Regulations), the Participants’ right to the series of installment payments shall be paid out in treated as a right to a series of separate payments and not as a right to a single lump sum at payment and if the end Award includes “dividend equivalents” (within the meaning of such required delay period in order to catch up Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the original payment scheduledividend equivalents shall be treated separately from the right to other amounts under the Award. All expense reimbursement or in-kind Notwithstanding the foregoing, the tax treatment of the benefits subject to Section 409A provided under this Award Agreement or, unless otherwise specified in writing, under any Company program is not warranted or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expensesguaranteed, and the Executive in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make be liable for all such reimbursement payments prior to the end or any portion of said periodany taxes, and (iii) the right to reimbursement penalties, interest or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment other expenses that may be made to this Agreement if it would cause incurred by the Agreement or any payment hereunder not to be in Participant on account of non-compliance with Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it (a) It is intended that the provisions of this Agreement comply with the Code Section 409A, and all provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This this Agreement shall be administered construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. If any provision of this intentAgreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Partnership shall, upon the specific written request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Partnership of the applicable provision shall be maintained, but the Partnership shall have no obligation to make any changes that could create any material additional economic cost or loss of benefit to the Partnership. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean Separation from Service. If the Executive is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Partnership from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made subject to this Section 8.8(b), to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, and any other payment, the provision of any other benefit or any other distribution of equity that would cause the Agreement is required to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply be delayed in compliance with Section 409A (which amendment may 409A(a)(2)(B) of the Code, such payment, benefit or distribution shall not be retroactive made or provided prior to the extent permitted by Section 409A)earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death. Unless otherwise expressly providedOn the first day of the seventh month following the date of Executive’s Separation from Service or, any payment if earlier, on the date of compensation by Company to Executivehis death, whether all payments delayed pursuant to this Agreement Section 8.8(b) (whether they would have otherwise been payable in a single sum or otherwise, in installments in the absence of such delay) shall be made no later than paid or reimbursed to the 15th day Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) It is intended that each installment, if any, of the third month (i.e., 2½ monthspayments and benefits provided under Sections 5.4(b) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to and 5.4(e) shall be treated as a separate “substantial risk of forfeiturepayment” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” 409A. Neither the Partnership nor the Executive shall have the meaning given right to such term under Section 409A. Each payment and each installment accelerate or defer the delivery of any severance such payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under benefits subject to Code Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject except to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually extent specifically permitted or in combination may accelerate, offset or assign any such deferred payment, except in compliance with required by Code Section 409A. No amount shall be paid prior 19 (d) With regard to the earliest date on which it is permitted to be paid under Section 409A any provision herein that provides for reimbursement of costs and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement expenses or in-kind benefits subject to benefits, except as permitted by Code Section 409A provided under this Agreement or409A, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the contrary, no amendment may period the arrangement is in effect and (iii) such payments shall be made to on or before the last day of the taxable year following the taxable year in which the expense was incurred. (e) Whenever a payment under this Agreement if it would cause specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Agreement or any date of termination”), the actual date of payment hereunder not to within the specified period shall be in compliance with Section 409A. * * * * * [signature page follows]within the sole discretion of the Employer. 8.9

Section 409A of the Code. To the extent applicable, it This Award is intended that this Agreement comply with to be exempt from the provisions application of Section 409A of the Internal Revenue Code Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and the guidance promulgated thereunder (“Section 409A”). This Agreement any ambiguities herein shall be administered in a manner consistent with this intentinterpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and any provision that would cause the Agreement determined to fail be deferred compensation subject to satisfy Section 409A of the Code, this Award shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, necessary to avoid adverse personal tax consequences and any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, ambiguities herein shall be made no later than interpreted accordingly. If it is determined that the 15th day Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the third month (i.e., 2½ monthsCode) after the later as of the end date of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, your “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Treasury Regulation Section 409A1.409A-1(h) are intended and without regard to comply any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the Separation from Service, with the requirements balance of Section 409A, and shall be interpreted the shares issued thereafter in accordance therewith. Neither party individually or with the original vesting and issuance schedule set forth above, but if and only if such delay in combination may accelerate, offset or assign any such deferred payment, except the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in compliance with Section 409A. No amount shall be paid prior to respect of the earliest date on which it is permitted to be paid shares under Section 409A and Executive shall have no discretion with respect of the Code. Each installment of shares that vests is intended to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be constitute a “key employeeseparate payment” (as defined and determined under for purposes of Treasury Regulation Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule1.409A-2(b)(2). All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]​ This Restricted Stock Unit Award Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the Participant of the Restricted Stock Unit Grant Notice to which it is attached.

Section 409A of the Code. To The intent of the extent applicableCompany is that payments and benefits under your Offer Letter either comply with, it is intended that this Agreement comply with the provisions of or qualify for an exemption from, Section 409A of the Internal Revenue Code and the applicable guidance promulgated thereunder (“Section 409A”)issued thereunder. This Agreement Accordingly, all provisions of your Offer Letter shall be administered construed in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy requirements for avoiding additional taxes or penalties under Section 409A shall have no force and effect until amended by of the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)Code. Unless otherwise expressly providedYour annual salary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwiseas described in your Offer Letter, shall be made payable in accordance with the Company’s normal payroll practices (no less frequently than monthly). Any benefits to which you are entitled will be paid or provided pursuant to the terms of the applicable benefit plan. Any reimbursements to which you may be entitled shall be provided as soon as administratively practicable, but no later than the 15th day December 31 of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expensesexpense is incurred and shall be provided in compliance with Section 409A of the Code or an exemption therefrom. Further, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all any such reimbursement payments prior that would constitute nonqualified deferred compensation subject to Section 409A of the Code shall be subject to the end following additional rules: (i) no reimbursement of said period, any such expenses shall affect your right to reimbursement of any such expenses in any other taxable year; and (iiiii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein For purposes of Section 409A of the Code, all references in your Offer Letter to termination of employment or similar terms, when used in a context that bears upon the payment or timing of payment of any amounts or benefits that constitute nonqualified deferred compensation subject to Section 409A of the Code, shall be construed to require a “separation from service” within the meaning of Section 409A of the Code. For purposes of your Offer Letter, “separation from service” shall mean a separation from service (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the contraryapplicable limitations under Section 409A of the Code, no amendment any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a separation from service has occurred. Any such written election shall be deemed part of your Offer Letter. For purposes of your Offer Letter, if you are deemed on the date of your separation from service with the Company to be a “specified employee,” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology under Section 409A of the Code, then with regard to any payment or benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of your separation from service or (ii) the date of the your death. On the first day of the seventh month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest), and any remaining payments due under your Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them. If any benefits are required to be delayed pursuant to this paragraph, such benefits may be provided at your cost, and the Company shall reimburse you for such costs on the first day of the seventh month following the date of your separation from service or, if earlier, the date of your death. Each payment made under the Offer Letter shall be treated as a separate payment and the right to this Agreement a series of installment payments is to be treated as a right to a series of separate payments. To the extent that some portion of the payments under your Offer Letter may be bifurcated and treated as exempt from Section 409A of the Code under the “short-term deferral” or “separation pay” exemptions, then such amounts may be so treated as exempt from Section 409A of the Code. The severance payable to you under your Offer Letter may (i) qualify as exempt under the “short-term deferral” exemption to the extent paid within two and one-half (2½) months after the end of the year in which you separate from service or (ii) qualify as exempt under the “separation pay” exemption to the extent such severance (A) will be paid solely upon your involuntary separation from service (as defined in Section 1.409A-1(n) of the Treasury Regulations), (B) will not exceed two times the lesser of your annualized compensation (based upon your annual rate of pay for services provided for the taxable year preceding the taxable year in which you have a separation from service and subject to increases that were expected to continue indefinitely if it you had not separated from service) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which you separate from service (which for 2011 is $245,000) and (C) will be paid in all events within two (2) years following the end of the year in which you separate from service. To the extent the “separation pay” exemption applies, the amounts covered by the exemption shall be the amounts paid earliest in time to you that would cause be subject to Section 409A of the Agreement Code but for some applicable exemption. Neither the Company nor you shall take any action to accelerate or delay the payment of any payment hereunder monies and/or provision of any benefits in any matter which would not to be in compliance with Section 409A. * * * * * [signature page follows]409A of the Code to the extent Section 409A of the Code applies to such payment or benefit. Notwithstanding any of the provisions of your Offer Letter, the Company shall not be liable to you if any payment or benefit which is to be provided pursuant to your Offer Letter and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code. If you are in agreement with the terms of this letter agreement, please execute it in the space provided below and return one copy to me, retaining a copy for your files. If you have any questions or comments, please do not hesitate to contact me. Sincerely, Xxxxx X. Xxxxxxx President & CEO Agreed and accepted; /s/ Xxxxx X. Xxxxxxx 0-00-00 Xxxxx X. Xxxxxxx Date

Section 409A of the Code. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A- 1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. To the extent applicable, it is intended that any amount payable to Executive pursuant to this Agreement comply with the provisions of is subject to Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentCode, and Executive or the Bank reasonably believes, at any provision time, that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to such amount payable does not comply with Section 409A (which amendment may be retroactive of the Code, it will promptly advise the other and each party hereby agrees to negotiate reasonably and in good faith to amend the extent permitted by Section 409A). Unless otherwise expressly provided, any payment terms of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)that it so complies. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s Separation from Service” shall have . For purposes of Section 409A of the meaning given Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A- 2(b)(2)(iii)), each payment that Executive may be eligible to such term under Section 409A. Each payment and each installment of any severance payments provided for receive under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject distinct payment. Notwithstanding anything to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Acontrary in this Agreement, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, tax year of Executive shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other year; (ii) reimbursements shall be paid no later than the end tax year of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall are not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, no amendment may reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to this Agreement if it Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would cause the Agreement or any payment hereunder not result in taxable compensation income to be in compliance with Section 409A. * * * * * [signature page follows]Executive.

Section 409A of the Code. To the extent applicableFor purposes of this Agreement, it is intended that this Agreement comply with the provisions of “Section 409A” means Section 409A of the Internal Revenue Code and the guidance Treasury Regulations promulgated thereunder (“and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder will be either exempt from Section 409A”). , or if such payments could constitute “deferred compensation” within the meaning of Section 409A, compliant with Section 409A. Notwithstanding the foregoing, the Executive acknowledges and agrees that he shall be solely responsible for, any taxes or penalties that may be imposed on the Executive under Section 409A with respect to the Executive’s receipt of payments hereunder; provided, that nothing in this Section 16 shall be construed as a waiver by the Executive of any claims he may have against the Company related to any operational failures by the Company which are finally determined to be the cause of any such taxes or penalties under Section 409A. 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, 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. Notwithstanding any provision that would cause the of this Agreement to fail the contrary, if the Executive is a “specified employee,” determined pursuant to satisfy Section 409A shall have no force and effect until amended procedures adopted by the parties Company in compliance with Section 409A, on the date of his separation from service (within the meaning of Treasury Regulation section 1.409A-1(h)) and if any portion of the payments or benefits to be received by the Executive upon his termination of employment would constitute a “deferral of compensation” subject to Section 409A, then to the extent necessary to comply with Section 409A (which amendment may 409A, amounts that would otherwise be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether payable pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid or otherwise, shall be made no later than available on the 15th earlier of (i) the first business day of the third seventh month (i.e., 2½ months) after the later date of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests termination of employment, or (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)ii) the Executive’s death. For purposes of this Agreementapplication of Section 409A, “Separation from Service” shall have to the meaning given to such term under Section 409A. Each extent applicable, each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment for purposes payment. Notwithstanding any provision of application of Section 409A. To this Agreement to the contrary, to the extent that any severance payments come within the definition of “short term deferrals” reimbursement or “involuntary severance” in-kind benefit provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “this Agreement is nonqualified deferred compensation” (compensation within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided provided, during one a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided during to be provided, in any other taxable year; (ii) reimbursements shall the reimbursement of an eligible expense must be paid no later than made on or before the end last day of the calendar year following the calendar year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To This Agreement shall be interpreted in such a manner that all provisions relating to the extent applicable, it is intended that this Agreement comply with settlement of the provisions Award are exempt from the requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (as “Section 409A”). This Agreement shall be administered short-term deferrals” as described in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within provision of this Agreement is ambiguous as to its exemption from Code Section 409A of the definition of “short term deferrals” or “involuntary severance” under Section 409ACode, such amounts the provision shall be excluded read in such a manner so that all payments hereunder are exempt from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirementsof the Code. All payments Notwithstanding the foregoing, if this award of “nonqualified deferred compensation” (within RSUs is interpreted as not being exempt from Section 409A of the meaning of Section 409A) are intended Code, it shall be interpreted to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually 409A of the Code so that this award is not subject to additional tax or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid interest under Section 409A and Executive shall have no discretion with respect of the Code. In this regard, to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with or qualify for an exemption from Section 409A. In 409A of the event that Executive is determined Code, any reference to be a “key employeetermination of employment” (as defined and determined under or similar terms will mean the Grantee’s “separation from service” within the meaning of Section 409A409A(2)(A)(i) of the Company at Code (a time when its stock “Separation”). In addition, if this award is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service the Grantee’s Separation and the Grantee is a “specified employee” of the Company or any affiliate thereof within the meaning of Section 409A(a)(2)(B)(i) of the Code on the day of the Grantee’s Separation, then no such payment shall be made no prior to the date that is the earlier than of (i) six months and one day after the first day of the seventh (7th) complete calendar month following such termination of employmentGrantee’s Separation, or (ii) ExecutiveGrantee’s death, consistent with but only to the provisions extent such delay is necessary so that this Award is not subject to additional tax or interest Section 409A of the Code. Each installment of the Restricted Stock Units that vests is intended to constitute a separate payment for purposes of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. To This Agreement and the extent applicable, it is TRSUs granted hereunder are intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue 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 the guidance promulgated thereunder (“Section 409A”). This this Agreement as well as any Individual Agreement shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply all respects in accordance with Section 409A of the Code (including with respect to the application of any defined terms to TRSUs that constitute nonqualified deferred compensation, which amendment may defined terms shall be retroactive interpreted to have the meaning required by Section 409A of the Code to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A409A of the Code). Unless otherwise expressly provided, any Each payment (including the delivery of shares of Common Stock) under the TRSUs that constitutes nonqualified deferred compensation by Company subject to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day Section 409A of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application Section 409A of Section 409A. To the Code and, to the extent that any severance payments come within the definition to be made or delivered upon a termination of employment may only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Grantee pursuant to Section 409A of the Code. In no event may Grantee, such amounts shall directly or indirectly, designate the calendar year of any payment to be excluded from “made under this Agreement that constitutes nonqualified deferred compensation” as allowed under Section 409A, and shall not be compensation subject to the following Section 409A of the Code. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance requirementswith Section 409A of the Code. All payments Notwithstanding any other provision of this Agreement to the contrary, if Grantee is a “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A) are intended to comply 409A of the Code (as determined in accordance with the requirements 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, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to Code that would otherwise be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon deliverable by reason of Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be made no provided on the earlier than to occur of: (ia) the first date that is six months and one day of the seventh (7th) complete calendar month following such termination of employment, after Grantee’s separation from service; or (iib) Executivethe date of Grantee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)14.01. This Agreement shall be administered in a manner consistent with this intentconstrued, administered, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply interpreted in accordance with Section 409A (which amendment may be retroactive to of the extent permitted by Section 409A)Code. Unless otherwise expressly provided, If the Company or Executive determines that any payment provision of compensation by Company to Executive, whether pursuant to this Agreement is or otherwise, shall might be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply inconsistent with the requirements of Section 409A, and the parties shall attempt in good faith to agree on such amendments to this Agreement as may be interpreted in accordance therewith. Neither party individually necessary or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior appropriate to the earliest date on which it is permitted avoid causing Executive to be paid incur adverse tax consequences under Section 409A and Executive shall have no discretion with respect of the Code. Without limiting the generality of the foregoing, (a) Interpublic’s Section 409A Administrative Guidelines are incorporated herein by reference; (b) to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which extent amounts that are subject to execution Section 409A are payable upon termination of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (employment or similar events, such as Separation terms shall mean “separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employeeservice” (as defined and determined under Section 409A; (c) for purposes of Section 409A, each installment that is part of a series of payments shall be treated as a separate payment; and (d) if, as of the Company at Termination Date, Executive is a time when its stock Specified Employee, any amount that is deemed subject to be publicly traded on an established securities marketSection 409A (and not exempt by reason of the “short-term deferral” rule, payments determined to be “nonqualified deferred compensationtwo-year two time” rule, or another exemption) and payable upon separation from service shall be made no earlier than (i) subject to the first day of the seventh (7th) complete calendar six-month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of delay required by Section 409A. 409A(a)(2)(B)(i). Any payment delayed amount that is subject to delay by reason of the prior sentence six-month delay rule shall be paid out in a single lump sum at without interest on the end Company’s first semi-monthly pay date for the seventh month after Executive’s separation from service (or, if earlier, as soon as practicable after Executive’s death). No provision of such required delay period in order this Agreement shall be interpreted or construed to catch up transfer any liability for failure to comply with Section 409A from Executive or any other individual to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orCompany, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]of its or their affiliates.

Section 409A of the Code. To Notwithstanding any provision of this Agreement to the contrary, if Employee is considered a “specified employee” upon his termination from employment under such procedures as established by the Company in accordance with the limitations and requirements set forth in Section 409A of the Code, the regulations promulgated thereunder, and any 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 applicableany such payments or benefits would be exempt from the Nonqualified Deferred Compensation Rules, it 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 intended applicable to Employee, any payment or distribution 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 that would otherwise have been paid to Employee within the first six months following Employee’s termination from employment shall be accumulated and paid to Employee, without interest, in a lump sum on the first day of the seventh month following his termination from employment (except to the extent exempt from the Nonqualified Deferred Compensation Rules). If any provision of this Agreement comply with does not satisfy the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement Code, then such provision shall nevertheless be administered applied in a manner consistent with this intentthose requirements. In no event whatsoever shall the Company be liable for any tax, and any provision interest or penalties that would cause the Agreement to fail to satisfy may be imposed on Employee under Section 409A shall have no force and effect until amended by of the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)Code. Unless otherwise expressly provided, any Each payment of compensation by Company to Executive, whether pursuant to under this Agreement or otherwise, shall is intended to be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk separate payment” and not a series of forfeiture” payments for purposes of Code Section 409A)409A of the Code. For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment Any payments or reimbursements of any severance payments expenses provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted made in accordance therewithwith Treas. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleReg. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]§1.409A-3(i)(1)(iv).

Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and any payments and benefits made or provided hereunder shall comply with the provisions requirements of Section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Code Service, and the guidance promulgated thereunder (“Section 409A”). This Agreement shall in all respects be administered in a manner consistent accordance with this intent, and any Section 409A of the Code. Any provision that would cause the this Agreement or any payment or benefit hereunder to fail to satisfy Section 409A of the Code shall have no force and or effect until amended by the parties to comply with Section 409A (of the Code in the least restrictive manner necessary and without any diminution in the value of the payments to the Employee, which amendment may be retroactive to the extent permitted by Section 409A)409A of the Code. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Section 409A of the Code or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made no later than on the 15th day date, if any, on which an event occurs that constitutes a compliant "separation from service" under Section 409A of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this AgreementSection 409A of the Code, “Separation from Service” shall have each individual payment payable under the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as deemed to be a "separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (payment" within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). a) This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are 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 to the contrary herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A, 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 interpreted made promptly upon presentation of documentation in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Provident’s policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a 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 Exhibit 10.10 in which any other taxable year. Notwithstanding anything to the contrary herein, if a payment event or benefit under this Agreement 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) (such as Separation payments to specified employees upon a separation from Serviceservice) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that and Executive is determined to be a “key specified employee” (as defined and 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) 409A of the Company at a time when its stock Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 made no earlier than (i) accumulated and paid in a lump sum on the first day of the seventh (7th) complete calendar month following such termination the date of employmentExecutive’s separation from service (or, or (ii) if earlier, upon Executive’s death), consistent and the remaining installment payments shall begin on such date in accordance with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out schedule provided in a single lump sum at the end of such required delay period in order this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to catch up to the original payment schedule. All expense reimbursement or in-kind benefits constitute deferred compensation subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject of the Code to the following rules: extent such Severance Benefits or CIC Severance Benefits are covered by (i) the amount of expenses eligible for reimbursement or in“short-kind benefits provided during one calendar year may not affect the benefits provided during any other year; term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) reimbursements shall be paid no later than the end of the calendar year following the year “two times severance exception” set forth in which the Executive incurs such expensesTreas. Reg. § 1.409A-1(b)(9)(iii), and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and or (iii) the right to reimbursement or in“limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-kind benefits term deferral exception, the two times severance exception and the limited payments exception shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein applied to the contrarySeverance Benefits or CIC Severance Benefits, no amendment may 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 shall be made to this Agreement if it would cause the Agreement or any payment hereunder not deemed to be in compliance with a separate payment for purposes of Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it is intended that Notwithstanding any provision of this Agreement comply to the contrary, if Employee is considered a “specified employee” upon his termination from employment under such procedures as established by Company in accordance with the provisions limitations and requirements set forth in Section 409A of the Code, the regulations promulgated thereunder, and any additional guidance issued by the Internal Revenue Service related thereto (the “Nonqualified Deferred Compensation Rules”), then any portion of a cash or benefit distribution made upon such a termination from employment 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; any payments or benefits that would be exempt from the Nonqualified Deferred Compensation Rules shall be paid in accordance with the original schedules noted in other sections of this Agreement. Therefore, in the event this Section 9.12 is applicable to Employee, any distribution which would cause the acceleration of, or an addition to, any taxes pursuant to the Nonqualified Deferred Compensation Rules that would otherwise have been paid to Employee within the first six months following Employee’s termination from employment shall be accumulated and paid to Employee in a lump sum, without interest, on the first day of the seventh month following his termination from employment. All subsequent distributions, if any, shall be paid in the manner otherwise specified herein. If any provision of this Agreement does not satisfy the requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement Code, then such provision shall nevertheless be administered applied in a manner consistent with this intentthose requirements. In no event whatsoever shall Company be liable for any tax, and any provision interest or penalties that would cause the Agreement to fail to satisfy may be imposed on Employee under Section 409A shall have no force and effect until amended by of the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)Code. Unless otherwise expressly provided, any Each payment of compensation by Company to Executive, whether pursuant to under this Agreement or otherwise, shall is intended to be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk separate payment” and not a series of forfeiture” payments for purposes of Code Section 409A)409A of the Code. For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment Any payments or reimbursements of any severance payments expenses provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted made in accordance therewithwith Treas. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleReg. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]§1.409A-3(i)(1)(iv).

Section 409A of the Code. To the extent applicable, it is This Agreement and all payments made hereunder are intended that this Agreement comply to be exempt from or compliant with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (be “Permissible under Section 409A”)” as defined in the Plan. This Agreement shall be administered Specifically, payments of this RSU Award are intended to meet the short-term deferral exception described in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties 26 C.F.R. 1.409A-1(b)(4) or to comply with Section 409A of the Code by reason of being paid upon your separation from service pursuant to 26 C.F.R. Section 1.409A-3(a)(1) or pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(a)(5), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any payment hereunder and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or comply with, Section 409A of the Code. By accepting this Award, you acknowledge and agree that (which amendment may be retroactive a) you are not relying upon any written or oral statement or oral statement or representation of the Company, its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with execution of this Agreement and the payment made pursuant to the extent permitted by Section 409A). Unless otherwise expressly providedPlan, any payment of compensation by Company and (b) in deciding to Executiveenter into this Agreement, whether pursuant to this Agreement or otherwise, shall be made no later than you are relying on your own judgment and the 15th day judgment of the third month (i.e.professionals of your choice with whom you have consulted. By accepting this Award, 2½ months) after you thereby release, acquit and forever discharge the later Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the end of tax effects associated with the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Award and this Agreement. For all purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement you shall be treated as considered to have ceased to be a separate payment for purposes member of application of Section 409A. To the extent that any severance payments come within Board when you incur a “separation from service” with the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Company within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A409A(a)(2)(A)(i) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Code and 26 C.F.R. Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]1.409A-1(h).

Section 409A of the Code. To The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Code to the extent applicablesubject thereto, it is intended that and accordingly, to the maximum possible extent this Agreement comply shall be interpreted and administered consistent with such intent. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the provisions company for purposes of this Agreement and no payments shall be due to Executive under Section 6 of this Agreement until Executive would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this Agreement, “Separation from Service” each amount to be paid or benefit to be provided shall have be construed as a separate identified payment for purposes of Section 409A of the meaning given Code, and any payments described herein that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to such term avoid an accelerated or additional tax under Section 409A. Each payment and each installment 409A of any severance payments provided for the Code, amounts reimbursable to Executive under this Agreement shall be treated as a separate payment for purposes paid to Executive on or before the last day of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined expense was incurred and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or (and in-kind benefits provided to Executive) during any one calendar year may not affect the benefits amounts reimbursable or provided during in any other subsequent year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or (and in-kind benefits shall benefits) may not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To If the extent applicable, it Employee is intended that this Agreement comply with deemed a "specified employee" within the provisions meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentCode, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended as determined by the parties to comply with Section 409A (which amendment may be retroactive to Committee, at a time when the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day Employee becomes eligible for settlement of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation Performance Shares upon his/her "separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (service" within the meaning of Section 409A409A 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: (i) are intended to the date that is six months following the Employee's separation from service and (ii) the Employee's death. It is the intent that this Performance Share Award shall comply with the requirements of Section 409A, and shall any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in accordance therewith. Neither party individually 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 combination may accelerate, offset or assign any such deferred payment, except in compliance a manner that complies with Section 409A. No amount shall be paid prior 409A or to the earliest date on which it is permitted to be paid mitigate any 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 Executive shall have the Company makes no discretion representation that the terms of this Performance Share Award Agreement will comply with respect Section 409A or that payments under this Performance Share Award Agreement will not be subject to the timing of payments except as permitted taxes, interest and Exhibit 10.92 penalties or other adverse tax consequences under Section 409A. Any payments In no event shall the Company or any of its Subsidiaries be liable to which any party for any additional tax, interest or penalties that may be imposed on the Employee by Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary or any damages for failing to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]*****

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). a) This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A 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 interpreted deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining any entitlement of Executive to the CIC Severance Benefits, (i) 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 therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Provident’s policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a 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 which any other taxable year. Notwithstanding anything to the contrary herein, if a payment event 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) (such as Separation payments to specified employees upon a separation from Serviceservice) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that and Executive is determined to be a “key specified employee” (as defined and 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) 409A of the Company at a time when its stock Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 made no earlier than (i) accumulated and paid in a lump sum on the first day of the seventh (7th) complete calendar month following such termination the Date of employmentTermination (or, or (ii) if earlier, upon Executive’s death, consistent ) and the remaining installment payments shall begin on such date in accordance with the provisions schedule provided in this Agreement. Each installment of the CIC COBRA Payments shall be deemed to be a separate payment for purposes of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order Code. The CIC Severance Benefits are intended not to catch up to the original payment schedule. All expense reimbursement or in-kind benefits constitute deferred compensation subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. To the extent applicable, it The Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, 409A of the Code or an exemption or exclusion therefrom and shall in all respects be interpreted administered in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior 409A of the Code. Within the time period permitted by the applicable Treasury Regulations, the Corporation may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the earliest date on which it is permitted Executive, in order to be paid under Section 409A and Executive shall have no discretion with respect to cause the timing provisions of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary Agreement to comply with the requirements of Section 409A. In 409A of the event that Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any provision to the contrary in the Agreement, if the Executive is determined deemed at the time of his separation from service to be a “key specified employee” (as defined and determined under for purposes of Section 409A409A(a)(2)(B)(i) of the Company at a time when its stock is deemed Code, to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day extent delayed commencement of any portion of the seventh (7th) complete calendar month following such termination benefits to which Executive is entitled under the Second and Third Parts of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such this Agreement is required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to avoid a prohibited distribution under Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i409A(a)(2)(B)(i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs Code, such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end portion of said period, and (iii) the right to reimbursement or in-kind Executive’s termination benefits shall not be subject provided to liquidation or exchange for another benefit. Notwithstanding anything herein Executive prior to the contrary, no amendment may be made earlier of (a) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Corporation (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (b) the date of the Executive’s death (the “Delayed Payment Date”). All payments deferred pursuant to this Agreement if it would cause Section 18(n) shall be paid in a lump sum, with Interest determined as of the date of employment termination, to the Executive on the Delayed Payment Date, and any remaining payments due under the Agreement or any payment hereunder not to shall be in compliance with Section 409A. * * * * * [signature page follows]paid as otherwise provided herein.

Section 409A of the Code. To The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Code to the extent applicablesubject thereto, it is intended that and accordingly, to the maximum possible extent this Agreement comply shall be interpreted and administered consistent with such intent. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the provisions company for purposes of this Agreement and no payments shall be due to the Executive under Section 7 until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described herein that are due within the “Separation from Serviceshort-term deferral period” as defined in Section 409A of the Code shall have not be treated as deferred compensation unless applicable law requires otherwise. To the meaning given extent required to such term avoid an accelerated or additional tax under Section 409A. Each payment and each installment 409A of any severance payments provided for the Code, amounts reimbursable to the Executive under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject paid to the following Section 409A compliance requirements. All payments Executive on or before the last day of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined expense was incurred and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or (and in-kind benefits provided to the Executive) during any one calendar year may not affect the benefits amounts reimbursable or provided during in any other subsequent year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or (and in-kind benefits shall benefits) may not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it 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 Phantom Units Agreement become subject to (a) the gross income inclusion set forth within Section 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 comply shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, with respect to any amounts payable to Participant under this Phantom Units Agreement in connection with a termination of Participant's service with Company that would be considered “non-qualified deferred compensation” under Section 409A of the provisions 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 “separation from service” with Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto. For purposes of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentincluding, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedwithout limitation, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Treasury Regulation Section 409A1.409A-2(b)(2)(iii). For purposes of this Agreement), “Separation from Service” shall have the meaning given each payment that Participant may be eligible to such term under Section 409A. Each payment and each installment of any severance payments provided for receive under this Phantom Units Agreement shall be treated as a separate and distinct payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not collectively be subject treated as a single payment. Notwithstanding anything to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Acontrary contained in this Phantom Units Agreement, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to any amounts payable to Participant under this Phantom Units Agreement during a specified period of time following the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution occurrence of a waiver payment event, the actual date of payment during such specified period will be determined by Company, in its sole and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]absolute discretion.

Section 409A of the Code. To It is the extent applicable, it is intended intention of the parties that this Agreement comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable guidance promulgated issued thereunder (“Section 409A”). This , and this Agreement shall will be administered interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A (which amendment or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be retroactive to the extent permitted by imposed on Employee in connection with this Agreement (including any taxes and penalties under Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to Notwithstanding anything in this Agreement or otherwiseto the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made no later than to Executive prior to the 15th day of the third month date that is six (i.e., 2½ months6) months after the later date of the end of the calendar year or the Company’s fiscal year in which Executive’s right to “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)date. For purposes of this Agreement, “Separation from Service” shall have the meaning given with respect to such term under Section 409A. Each payment and each installment payments of any severance payments provided for under this Agreement shall amounts that are considered to be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under subject to Section 409A, and shall not be subject references to the following Section 409A compliance requirements. All payments “termination of “nonqualified deferred compensationemployment” (within the meaning of Section 409Aand substantially similar phrases) are intended to comply shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]409A.

Section 409A of the Code. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of with, or are exempt from, Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”). This except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be administered interpreted to be in an accordance with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made in a manner consistent with this intentwith, and based on the presumptions set forth in, US Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. It is intended that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedeach installment, any payment of compensation by Company to Executiveif any, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment payments and each installment of any severance payments benefits provided for under this Agreement hereunder shall be treated as a separate payment “payment” for purposes of application Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Executive shall be made or provided in accordance with the applicable requirements of Section 409A. To 409A of the Code to the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits are intended to be subject to to, or exempt from, Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program of the Code. All expenses or policy, shall be subject other reimbursements paid pursuant herewith and therewith that are taxable income to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements Executive shall in no event be paid no later than the end of the calendar year next following the calendar year in which the Executive incurs such expensesexpense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, and except as permitted by Section 409A of the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said periodCode, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein , the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the contraryperiod the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. In no event shall the Company be required to pay the Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid or promised to the Executive hereunder. In the event that at the time of a separation from service the Executive is a “specified employee” as defined by Section 409A, no amendment may amount payable to the Executive by reason of such separation from service that constitutes deferred compensation subject to Section 409A shall be made paid until the earlier of the first day of the seventh (7th) month following the month that includes the separation from service, or the date of the Executive’s death, and any amount that would otherwise have been paid prior to this Agreement if it would cause the Agreement or any payment hereunder not to such date shall be paid as soon as practical following such date, in compliance with Section 409A. * * * * * [signature page follows]a lump sum without interest.

Section 409A of the Code. To 16.1. This Agreement is intended to be exempt from, or, to the extent that such requirements are applicable, it is intended that this Agreement comply with with, the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be interpreted and administered in a manner consistent accordance with that intent. If any provision of this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and any provision that would cause deemed amended so as to avoid the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by conflict. Further, for purposes of the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by limitations on nonqualified deferred compensation under Section 409A). Unless otherwise expressly provided, any each payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment of compensation for purposes of application of applying the deferral election rules under Section 409A. To 409A and the extent exclusion from Section 409A for certain short-term deferral amounts. Anything to the contrary herein notwithstanding, in the event that any severance payments come within such benefit or payment is deemed to result in the definition imposition of “short term deferrals” or “involuntary severance” taxes and/or penalties under Section 409A, the Company and Executive agree to renegotiate in good faith any such amounts shall be excluded from “deferred compensation” as allowed benefit or payment so that either (i) Section 409A will not apply or (ii) such benefit or payment does not result in the imposition of taxes and/or penalties under Section 409A, and provided, however, that any resulting renegotiated terms shall not be subject provide to Executive, to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within extent reasonably practicable, the meaning of Section 409A) are intended after-tax economic equivalent based on what otherwise would have been provided to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior Executive pursuant to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing terms of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitAgreement. Notwithstanding anything herein to the contrary, no amendment may be made Executive acknowledges and agrees that in the event that any tax is imposed under Section 409A in respect of any compensation or benefits payable to Executive, whether under or in connection with this Agreement if it would cause or otherwise, then (i) the Agreement payment of such tax shall be solely Executive’s responsibility, and (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]liability for any such tax.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply complies with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the this Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended by the parties to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A409A of the Code and may be made by the Company without the consent of Executive). Unless otherwise expressly providedIn particular, any to the extent Executive becomes entitled to receive a payment or benefit subject to Section 409A upon an event that does not constitute a permitted distribution event under Section 409A(a)(2) of compensation by Company the Code, then notwithstanding anything to Executivethe contrary in this Agreement, whether pursuant to this Agreement or otherwise, shall payment will be made no later than to Executive on the 15th day earlier of the third month (i.e., 2½ monthsa) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests “separation from service” with the Company (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code determined in accordance with Section 409A). For purposes of this Agreement; provided, however, that if Executive is a “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A) are intended to comply with and the requirements payment of any amounts described in this Agreement on account of Executive’s “separation from service” (within the meaning of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to 409A of the earliest date on which it is permitted to be paid Code) would not meet the “short-term deferral” exemption under Section 409A and Executive shall have no discretion with respect to of the timing of payments except as permitted Code (or otherwise qualify for exemption under Section 409A. Any payments 409A of the Code), then the Company will pay such amounts to which Executive six months following Executive’s “separation from service” (within the meaning of Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (iCode) the first day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Executive’s death. Notwithstanding the foregoing, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject obligated to liquidation or exchange guarantee any particular tax result for another benefit. Notwithstanding anything herein Executive with respect to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes imposed on Executive in compliance connection with Section 409A. * * * * * [signature page follows]any such payment or benefit.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply Employee hereby acknowledges and agrees with the provisions Company that the interpretation of Section 409A of the Internal Revenue Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance promulgated thereunder (“Section 409A”)and interpretations become available. This Agreement shall be administered in a manner consistent with this intentAnything to the contrary herein notwithstanding, and any provision all benefits or payments provided by the Company to Employee that would cause be deemed to constitute “nonqualified deferred compensation” within the Agreement to fail to satisfy meaning of Section 409A shall have no force and effect until amended by of the parties Code are intended to comply with Section 409A (which amendment may be retroactive of the Code, and to the extent permitted by that any provision of this Agreement is unclear or ambiguous as to its compliance with Section 409A), the provision shall be read in such manner so that all payments comply with or are exempt from Section 409A. Both Parties believe in good faith that all payments and benefits provided for under this Agreement are either exempt from said Section 409A or comply with the requirements of such Section and will not cause an acceleration of taxation or imposition of interest or penalties under Section 409A or any other provision of the Code, and the Parties agree that all tax reporting and withholding will be consistent with this belief. Unless otherwise expressly providedIf, however, any such benefit or payment of compensation is deemed by Company either Party to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day not comply with Section 409A of the third month Code, Employee and the Company agree to renegotiate in good faith any such benefit or payment (i.e.including, 2½ monthswithout limitation, as to the timing of any payment or benefit payable hereunder), if possible, so that either (i) after the later Section 409A of the end Code will not apply or (ii) compliance with Section 409A of the calendar year Code will be achieved. In any event, neither the Company nor any of its employees or representatives shall have any liability to Employee with respect to Section 409A of the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this Agreement409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions applicable requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement thereunder, and shall be administered in accordance with Section 409A of the Code and the regulations promulgated thereunder to the extent Section 409A of the Code and the regulations promulgated thereunder apply to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409A of the Code may only be made in a manner consistent with this intentmanner, and upon an event, permitted by Section 409A of the Code and the applicable regulations promulgated thereunder. If a payment subject to Section 409A of the Code is not made by the designated payment date under the Agreement, the payment shall be made by December 31 of the calendar year in which the designated payment date occurs. To the extent that any provision that of the Agreement subject to Section 409A of the Code would cause a conflict with the applicable requirements of Section 409A of the Code, or would cause the administration of the Agreement to fail to satisfy the applicable requirements of Section 409A of the Code, such provision shall have no force be deemed null and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive void. Notwithstanding any provision of this Agreement, to the extent permitted that (i) one or more of the payments or benefits subject to Section 409A of the Code received or to be received by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether Employee pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “would constitute deferred compensation” as allowed under Section 409A, and shall not be compensation subject to the following requirements of Section 409A compliance requirements. All payments of the Code, and (ii) Employee is a “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A of the Code, then such payment or benefit or (portion thereof) are intended will be delayed and paid in a lump sum until the earliest date following Employee’s “separation from service” with Employer and its related entities, if any, within the meaning of Section 409A of the Code on which Employer can provide such payment or benefit to comply Employee without Employee’s incurrence of any additional tax or interest pursuant to Section 409A of the Code, with all payments or benefits due thereafter occurring in accordance with the requirements original schedule. If Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount 409A of the Code shall be paid prior to Employee’s beneficiary, or if none, to the earliest personal representative of Employee’s estate within 30 days after the date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) ExecutiveEmployee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it The Plan is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with Code Section 409A to the requirements of Section 409Aextent subject thereto, and shall and, accordingly, to the maximum extent permitted, the Plan will be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not administered to be in compliance with Code Section 409A. * * * * * [signature page follows]Any payments described in the Plan that are due within the Short-Term Deferral Period will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding any provision of the Plan to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following the Grantee’s Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier). Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A. Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee for such tax or penalty.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation Section 409A” means Section 409A of the Code and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from Servicetime to time. The Parties intend that any amounts payable hereunder will be either exempt from Section 409A, or if such payments could constitute “deferred compensation” shall have within the meaning given to such term under of Section 409A, compliant with Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes payment, including payments made in installments. Notwithstanding the foregoing, the Executive acknowledges and agrees that she shall be solely responsible for, any taxes or penalties that may be imposed on the Executive under Section 409A with respect to the Executive’s receipt of application payments hereunder; provided, that nothing in this Section 16 shall be construed as a waiver by the Executive of any claims she may have against the Company related to any operational failures by the Company which are finally determined to be the cause of any such taxes or penalties under Section 409A. To This Agreement shall be administered and interpreted in a manner consistent with this intent. Consistent with that intent, and to the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” required under Section 409A, such amounts for benefits that are to be paid in connection with a termination of employment, “termination of employment” shall be excluded limited to such a termination that constitutes a “separation from service” under Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “deferred compensationspecified employee,” as allowed under determined pursuant to EXECUTION VERSION procedures adopted by the Company in compliance with Section 409A, and shall not be subject to on the following Section 409A compliance requirements. All payments date of “nonqualified deferred compensation” her separation from service (within the meaning of Section 409ATreasury Regulation section 1.409A-1(h)) are intended and if any portion of the payments or benefits to comply with be received by the requirements Executive upon her termination of employment would constitute a “deferral of compensation” subject to Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior then to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with Section 409A. In 409A, amounts that would otherwise be payable pursuant to this Agreement during the event that Executive is determined to six-month period immediately following the Executive’s termination of employment shall instead be a “key employee” (as defined and determined under Section 409A) paid or made available on the earlier of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first business day of the seventh (7th) complete calendar month following such after the date of the Executive’s termination of employment, or (ii) the Executive’s death, consistent with the provisions . For purposes of application of Section 409A. Any 409A, to the extent applicable, each payment delayed by reason of the prior sentence made under this Agreement shall be paid out in treated as a single lump sum at the end separate payment. Notwithstanding any provision of such required delay period in order to catch up this Agreement to the original payment schedule. All expense contrary, to the extent any reimbursement or in-kind benefits subject to Section 409A benefit provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to is nonqualified deferred compensation within the following rulesmeaning of Section 409A: (i) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided provided, during one a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided during to be provided, in any other taxable year; (ii) reimbursements shall the reimbursement of an eligible expense must be paid no later than made on or before the end last day of the calendar year following the calendar year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations and other interpretive guidance promulgated issued thereunder (collectively, “Section 409A”). This Agreement , or to be treated as exempt therefrom, and shall be construed and administered in a manner consistent accordance with this such intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance Any payments provided for under this Agreement shall that may be treated excluded from Section 409A either as separation pay due to an involuntary separation from service, as a separate payment for purposes of application of short-term deferral, or as any other compensation that is otherwise exempt from Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts 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 “deferred compensationseparation from service” as allowed under Section 409A409A. 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 (6) months after the Date of Termination of Executive’s employment hereunder (such applicable date, the “Section 409A Payment Date”), then such payment or benefit shall not be subject provided to Executive (or Executive’s estate, if applicable) until the following Section 409A compliance requirementsPayment Date. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are Each payment under this Agreement is intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employeeseparate 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 solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (as defined including, but not limited to, any taxes, penalties and determined interest under Section 409A) ), and neither the Company, nor any of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policyaffiliates, shall be subject have any obligation to the following rules: indemnify or otherwise hold Executive (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]beneficiary) harmless from any or all taxes, penalties or interest. EXECUTION VERSION

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply Employee hereby acknowledges and agrees with the provisions Company that the interpretation of Section 409A of the Internal Revenue Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance promulgated thereunder (“Section 409A”)and interpretations become available. This Agreement shall be administered in a manner consistent with this intentAnything to the contrary herein notwithstanding, and any provision all benefits or payments provided by the Company to Employee that would cause be deemed to constitute “nonqualified deferred compensation” within the Agreement to fail to satisfy meaning of Section 409A shall have no force and effect until amended by of the parties Code are intended to comply with Section 409A (which amendment may be retroactive of the Code, and to the extent permitted by that any provision of this Agreement is unclear or ambiguous as to its compliance with Section 409A), the provision shall be read in such manner so that all payments comply with or are exempt from Section 409A. Both Parties believe in good faith that all payments and benefits provided for under this Agreement are either exempt from said Section 409A or comply with the requirements of such Section and will not cause an acceleration of taxation or imposition of interest or penalties under Section 409A or any other provision of the Code, and the Parties agree that all tax reporting and withholding will be consistent with this belief. Unless otherwise expressly providedIf, however, any such benefit or payment of compensation is deemed by Company either Party to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day not comply with Section 409A of the third month Code, Employee and the Company agree to renegotiate in good faith any such benefit or payment (i.e.including, 2½ monthswithout limitation, as to the timing of any payment or benefit payable hereunder), if possible, so that either (i) after the later Section 409A of the end Code will not apply or (ii) compliance with Section 409A of the calendar year Code will be achieved. In any event, notwithstanding anything to the contrary, neither the Company nor any of its employees or representatives shall have any liability to Employee with respect to Section 409A of the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For purposes of this Agreement409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To the extent applicable, it This Award Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratea manner that satisfies the requirements of Section 409A of the Code, offset or assign any such deferred payment, except in compliance with Section 409A. No amount and this Award Agreement shall be paid prior 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 else in this Award Agreement, if the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of Board considers a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined Participant to be a “key specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined and determined under in Section 409A) 409A of the Company at a time when its stock Code), and the amount hereunder is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 no until the date that is six months after such separation from service, except to the extent that earlier than (i) the first day distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the seventh Code. If the Award includes a “series of installment payments” (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with within the provisions meaning of Section 409A. Any payment delayed by reason 1.409A- 2(b)(2)(iii) of the prior sentence Treasury Regulations), the Participants’ right to the series of installment payments shall be paid out in treated as a right to a series of separate payments and not as a right to a single lump sum at payment and if the end Award includes “dividend equivalents” (within the meaning of such required delay period in order to catch up Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the original payment scheduledividend equivalents shall be treated separately from the right to other amounts under the Award. All expense reimbursement or in-kind Notwithstanding the foregoing, the tax treatment of the benefits subject to Section 409A provided under this Award Agreement or, unless otherwise specified in writing, under any Company program is not warranted or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expensesguaranteed, and the Executive in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make be liable for all such reimbursement payments prior to the end or any portion of said periodany taxes, and (iii) the right to reimbursement penalties, interest or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment other expenses that may be made to this Agreement if it would cause incurred by the Agreement or any payment hereunder not to be in Participant on account of non-compliance with Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it This Award Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratea manner that satisfies the requirements of Section 409A of the Code, offset or assign any such deferred payment, except in compliance with Section 409A. No amount and this Award Agreement shall be paid prior operated accordingly. If any provision of this Award Agreement or any term or condition of the RSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of Board considers a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined Participant to be a “key specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined and determined under in Section 409A) 409A of the Company at a time when its stock Code), and the amount hereunder is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 no until the date that is six months after such separation from service, except to the extent that earlier than (i) the first day distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the seventh Code. If the Award includes a “series of installment payments” (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with within the provisions meaning of Section 409A. Any payment delayed by reason 1.409A-2(b)(2)(iii) of the prior sentence Treasury Regulations), the Participants’ right to the series of installment payments shall be paid out in treated as a right to a series of separate payments and not as a right to a single lump sum at payment. Notwithstanding the end foregoing, the tax treatment of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Award 1 Section only applicable to off-cycle awards. EXHIBIT 10.11 Agreement or, unless otherwise specified in writing, under any Company program is not warranted or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expensesguaranteed, and the Executive in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make be liable for all such reimbursement payments prior to the end or any portion of said periodany taxes, and (iii) the right to reimbursement penalties, interest or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment other expenses that may be made to this Agreement if it would cause incurred by the Agreement or any payment hereunder not to be in Participant on account of non-compliance with Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409Aincluding, without limitation, Treasury Regulation 1.409A-3(c). Unless otherwise expressly provided), any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, such provision shall be made no later than read, or shall be modified (with the 15th day mutual consent of the third month (i.e.parties, 2½ months) after which consent shall not be unreasonably withheld), as the later of the end of the calendar year or the Company’s fiscal year case may be, in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance manner so that all payments provided for due under this Agreement shall be treated as a separate payment for purposes of application of 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 any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from constitutes “deferred compensation” as allowed under subject to Section 409A, 409A and shall not that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the following Section 409A compliance requirements. All payments additional tax because Executive is a “specified employee” (within the meaning of “nonqualified deferred compensation” Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) are intended to comply with or Executive’s death. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the requirements meaning of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount 409A shall be paid prior or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 1.409A-1(h). To the earliest date on which it is permitted extent applicable, each payment made under this Employment Agreement shall be deemed to be paid a separate payment, amounts payable under Section 409A and Executive 7 of this Employment Agreement shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined deemed not to be a “key employee” (as defined and determined under Section 409A) deferral of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (i“short-term deferrals”) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitand other applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything herein to the contrary, no amendment may be made to contrary in this Agreement if it would cause the Employment Agreement or elsewhere, any payment hereunder not to be in compliance with or benefit under this Employment Agreement or otherwise that is exempt from Section 409A. * * * * * [signature page follows]409A

Section 409A of the Code. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code or an exemption or exclusion therefrom. The parties intend that the terms and the guidance promulgated thereunder (“Section 409A”). This provisions of this Agreement shall be administered interpreted and applied in a manner consistent with this intent, that satisfies the requirements and any provision that would cause the Agreement to fail to satisfy exemptions of Section 409A of the Code and, to the maximum extent permitted, this Agreement shall have no force and effect until amended by the parties be interpreted so as to comply with Section 409A (which amendment may of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be retroactive paid under the applicable exception to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)permissible. For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term limitations on nonqualified deferred compensation under Section 409A. Each 409A of the Code, each payment and each installment of any severance payments provided for compensation under this Agreement shall be treated as a separate payment of compensation for purposes of application applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. To the extent that any severance payments come within the definition Executive becomes entitled to a payment or benefit under this Agreement that would constitute a “deferral of “short term deferrals” or “involuntary severancecompensation” under Section 409A, such amounts shall be excluded from 409A of the Code and Executive is a “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A(a)(2)(B)(i) are intended of the Code) at the time of Executive’s “separation from service” (within the meaning of Section 409A of the Code), then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided, to the extent necessary to comply with the requirements provisions of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed Code, to be publicly traded Executive on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no the earlier than of (i) the first date that is six (6) months and one (1) day following the date of the seventh (7th) complete calendar month following such termination of employment, or Executive’s separation from service and (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject Reference to Section 409A provided under this Agreement orof the Code will also include any proposed, unless otherwise specified in writingtemporary or final regulations, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than guidance, promulgated with respect to such Section by the end U.S. Department of the calendar year following Treasury or the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Internal Revenue Service.

Section 409A of the Code. To The Company may deduct or withhold from any compensation or benefits any applicable federal, state or local tax or employment withholdings or deductions resulting from any payments or benefits provided under this Agreement. The Company makes no representations regarding the extent applicabletax implications of the compensation and benefits to be paid under this Agreement, it including, without limitation, under Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code") and applicable administrative guidance and regulations. It is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to will comply with Section 409A (which amendment may be retroactive and all regulations and guidance issued thereunder to the extent permitted by Section 409A)the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to Notwithstanding anything in this Agreement or otherwiseto the contrary, in the event Executive is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are "deferred compensation" subject to Section 409A shall be made no later than prior to the 15th day of the third month (i.e., 2½ months) date that is six months after the later date of Executive's "separation from service" (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive's death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the end of the calendar year or the Company’s fiscal year in which Executive’s right to such earliest permissible payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)date. For purposes of this Agreement, “Separation with respect to payments of any amounts that are considered to be "deferred compensation" subject to Section 409A, references to "termination of employment" (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the definition of "separation from Service” shall have the meaning given to such term under service" for purposes of Section 409A. Each For purposes of Section 409A, Executive's right to receive any installment payment and each installment of any severance payments provided for under pursuant to this Agreement shall will be treated as a right to receive a series of separate payment for purposes and distinct payments. Notwithstanding anything to the contrary in the PSU Award Agreement, the provisions of application of this Agreement (which shall control over any conflicting provisions in the PSU Award Agreement) are intended to cause the Initial PSUs to qualify as a "short-term deferral" pursuant to Treasury Regulation Section 409A. To 1.409A-1 such that the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and Initial PSUs shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within and this Agreement and the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and PSU Award Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any with such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]intent.

Section 409A of the Code. To the extent applicable, it is intended that The payments and benefits under this Agreement comply are intended to be exempt from Code Section 409A pursuant to the exception for short-term deferrals, reimbursements, and in-kind distributions. This Agreement shall be construed, interpreted and administered in accordance with such intent. Notwithstanding the provisions foregoing, the Executive and the Company acknowledge that it may be necessary to amend this Agreement, within the time period permitted by the applicable Treasury Regulations, to make changes so as to cause such payments and benefits not to be considered “deferred compensation” for purposes of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentCode, and any provision that would to cause the provisions of this Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with the requirements of Section 409A (which amendment may be retroactive of the Code, or a combination thereof, so as to avoid the extent permitted by imposition of taxes and penalties on the Executive pursuant to Section 409A)409A of the Code. Unless otherwise expressly providedThe Executive hereby agrees that, prior to a Change in Control, the Company may, without any payment of compensation by Company to further consent from the Executive, whether pursuant make any and all such changes to this Agreement as may be necessary or otherwise, shall be made no later than appropriate to avoid the 15th day imposition of penalties on the Executive pursuant to Section 409A of the third month (i.e.Code, 2½ months) after while not substantially reducing the later aggregate value to the Executive of the end of payments and benefits to, or otherwise adversely affecting the calendar year or rights of, the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of Executive under this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. . Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application Section 409A of Section 409A. To the extent that Code. In no event may the Executive, directly or indirectly, designate the calendar year of any severance payments come within the definition of “short term deferrals” or “involuntary severance” payment to be made under Section 409A, such amounts this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply made or provided in accordance with the requirements of Section 409A, 409A of the Code and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount (i) shall be paid prior to or provided within the earliest date on which it is time period permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities marketCode, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one benefit that the Company is obligated to pay or provide in any given calendar year may shall not affect the benefits provided during amount or benefit that the Company is obligated to pay in any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Executive’s right to reimbursement have the Company pay or in-kind benefits shall provide the amount or benefit may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To If the extent applicable, it Employee is intended that this Agreement comply with deemed a "specified employee" within the provisions meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentCode, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended as determined by the parties to comply with Section 409A (which amendment may be retroactive to Committee, at a time when the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day Employee becomes eligible for settlement of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation Performance Shares upon his/her "separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (service" within the meaning of Section 409A409A 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: (i) are intended to the date that is six months following the Employee's separation from service and (ii) the Employee's death. It is the intent that this Performance Share Award shall comply with the requirements of Section 409A, and shall any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in accordance therewith. Neither party individually 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 combination may accelerate, offset or assign any such deferred payment, except in compliance a manner that complies with Section 409A. No amount shall be paid prior 409A or to the earliest date on which it is permitted to be paid mitigate any 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 Executive shall have the Company makes no discretion representation that the terms of this Performance Share Award Agreement will comply with respect Section 409A or that payments under this Performance Share Award Agreement will not be subject to the timing of payments except as permitted taxes, interest and Exhibit 10.97 penalties or other adverse tax consequences under Section 409A. Any payments In no event shall the Company or any of its Subsidiaries be liable to which any party for any additional tax, interest or penalties that may be imposed on the Employee by Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary or any damages for failing to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]*****

Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered interpreted in a manner consistent accordance with this intent, and Section 409A. Notwithstanding any provision that would cause the of this Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment contrary, if the Company determines that any compensation or benefits payable under this Agreement may be retroactive subject to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company shall work in good faith with the Executive to Executive, whether pursuant adopt such amendments to this Agreement or otherwiseadopt other policies and procedures (including amendments, shall be made no later than policies and procedures with retroactive effect), or take any other actions, that the 15th day Company determines are necessary or appropriate to avoid the imposition of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” taxes under Section 409A, such amounts shall be excluded including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” and/or (within the meaning of Section 409Aii) are intended to comply with the requirements of Section 409A; provided, and however, that this Section 11(d) shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (ii) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred payment, except in compliance with compensation” subject to Section 409A. No amount shall be paid prior 409A to the earliest date on which it is permitted to be paid under extent provided in the exceptions in Treasury Regulation Section 409A and Executive shall have no discretion with respect to the timing 1.409A-1(b)(4), Section 1.409A- 1(b)(9) or any other applicable exception or provision of payments except as permitted under Section 409A. Any payments subject to which Section 409A applies which that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Servicetermination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends ends, as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) All payments of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits compensation subject to Section 409A provided to be made upon a termination of employment under this Agreement or, unless otherwise specified in writing, under may only be made upon the Executive’s Separation from Service. (iii) To the extent that any Company program payments or policy, shall be subject reimbursements provided to the following rules: (iExecutive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements would apply, such amounts shall be paid no or reimbursed reasonably promptly, but not later than the end December 31 of the calendar year following the year in which the Executive incurs expense was incurred. The amount of any such expensespayments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Executive’s right to such payments or reimbursement or in-kind benefits of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows](e)

Section 409A of the Code. To the extent applicable, it This Award Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A of the Code and the regulations thereunder, and the provisions of this Award Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratea manner that satisfies the requirements of Section 409A of the Code, offset or assign any such deferred payment, except in compliance with Section 409A. No amount and this Award Agreement shall be paid prior operated accordingly. If any provision of this Award Agreement or any term or condition of the RSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of Board considers a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined Participant to be a “key specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined and determined under in Section 409A) 409A of the Company at a time when its stock Code), and the amount hereunder is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 no until the date that is six months after such separation from service, except to the extent that earlier than (i) the first day distribution would not result in such EXHIBIT 10.2 Participant’s incurring interest or additional tax under Section 409A of the seventh Code. If the Award includes a “series of installment payments” (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with within the provisions meaning of Section 409A. Any payment delayed by reason 1.409A-2(b)(2)(iii) of the prior sentence Treasury Regulations), the Participants’ right to the series of installment payments shall be paid out in treated as a right to a series of separate payments and not as a right to a single lump sum at payment. Notwithstanding the end foregoing, the tax treatment of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Award Agreement or, unless otherwise specified in writing, under any Company program is not warranted or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expensesguaranteed, and the Executive in no event shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make be liable for all such reimbursement payments prior to the end or any portion of said periodany taxes, and (iii) the right to reimbursement penalties, interest or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment other expenses that may be made to this Agreement if it would cause incurred by the Agreement or any payment hereunder not to be in Participant on account of non-compliance with Section 409A. * * * * * [signature page follows]409A of the Code.

Section 409A of the Code. To the extent applicable, it (a) This Award Agreement is intended that this Agreement to comply with the provisions applicable requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered limited, construed and interpreted in accordance with such intent. To the extent the Award Agreement is subject to Section 409A of the Code, it shall be paid in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to will comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e.Code, 2½ months) after including proposed, temporary or final regulations or any other guidance issued by the later Secretary of the end of Treasury and the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Internal Revenue Service with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitthereto. Notwithstanding anything herein to the contrary, any provision in the Award Agreement that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no amendment may liability to the Participant, or any other party, if the Option is not so exempt or compliant or for any action taken by the Board or the Company and, in the event that any amount pursuant to the Option becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the Participant and not with the Company. In no event shall the Company, the Board, or any of their respective Affiliates be liable to the Participant or any other Person for any cost, expense, tax, liability or other detriment imposed on the Participant or any other Person under Section 409A of the Code related to the Participant's acceptance of the Option or participation in the transactions contemplated by the Plan. Notwithstanding any contrary provision in this Award Agreement or the Plan, any payment(s) of "nonqualified deferred compensation" (within the meaning of Section 409A of the Code) that are otherwise required to be made to under this Agreement if it would cause the Award Agreement or any the Plan to a "specified employee" (as defined under Section 409A of the Code) as a result of his or her separation from service (other than a payment hereunder that is not subject to Section 409A of the Code) shall be in compliance with Section 409A. * * * * * [signature page follows]delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the payment date that immediately follows the end of such six month period or as soon as administratively practicable thereafter.

Section 409A of the Code. To This Agreement is intended, to the greatest extent applicablepermitted under law, it is intended that this Agreement to comply with the provisions of 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 promulgated issued thereunder (“Section 409A”). This ) such that no benefits or payments under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are subject to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive 409A. Notwithstanding anything herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment timing of any severance payments provided for under this Agreement shall be treated as a separate payment made consistent with such exemption. To the extent applicable, 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 contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, 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 paragraph shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for purposes of application of Section 409A. failing to do so. To the extent that any severance payments come within reimbursements payable pursuant to this Agreement are subject to the definition provisions of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid to Employee no later than the end December 31 of the calendar year following the year in which the Executive incurs such expenses6 expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Employee’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]21.

Section 409A of the Code. To This Agreement is intended, to the greatest extent applicablepermitted under law, it is intended that this Agreement to comply with the provisions of 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 promulgated issued thereunder (“Section 409A”). This ) such that no benefits or payments under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are subject to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive 409A. Notwithstanding anything herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment timing of any severance payments provided for under this Agreement shall be treated as a separate payment made consistent with such exemption. To the extent applicable, 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 contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, 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 paragraph shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for purposes of application of Section 409A. failing to do so. To the extent that any severance payments come within reimbursements payable pursuant to this Agreement are subject to the definition provisions of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid to Employee no later than the end December 31 of the calendar year following the year in which the Executive incurs such expensesexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Employee’s right to reimbursement or in-kind benefits shall under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows].

Section 409A of the Code. To This Agreement is intended, to the greatest extent applicablepermitted under law, it is intended that this Agreement to comply with the provisions of 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 promulgated issued thereunder (“Section 409A”). This ) such that no benefits or payments under this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement are subject to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive 409A. Notwithstanding anything herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment timing of any severance payments provided for under this Agreement shall be treated as a separate payment made consistent with |US-DOCS\150628464.3|| Exhibit 10.2 such exemption. To the extent applicable, 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 contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may, 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 paragraph shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for purposes of application of Section 409A. failing to do so. To the extent that any severance payments come within reimbursements payable pursuant to this Agreement are subject to the definition provisions of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid to Executive no later than the end December 31 of the calendar year following the year in which the Executive incurs such expensesexpense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the Executive’s right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. To the contraryextent required to avoid accelerated taxation and/or tax penalties under Section 409A, no amendment may amounts that would otherwise be made payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Separation Date shall instead be paid in a lump sum on the first day of the seventh month following the Separation Date (or upon Executive’s death, if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]earlier).

Section 409A of the Code. To the extent applicable, it is intended that this Agreement will comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentintent (although the Company gives no warranty or guaranty as to such compliance), and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies and which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the later calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key specified employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than delayed until (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement reimbursements or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A 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 interpreted deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining any entitlement of Executive to the CIC Severance Benefits, (i) 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 therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Provident’s policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a 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 which any other taxable year. Notwithstanding anything to the contrary herein, if a payment event 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) (such as Separation payments to specified employees upon a separation from Serviceservice) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that and Executive is determined to be a “key specified employee” (as defined and 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) 409A of the Company at a time when its stock Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 made no earlier than (i) accumulated and paid in a lump sum on the first day of the seventh (7th) complete calendar month following such termination the Date of employmentTermination (or, or (ii) if earlier, upon Executive’s death, consistent ) and the remaining installment payments shall begin on such date in accordance with the provisions schedule provided in this Agreement. Each installment of the CIC COBRA Payments shall be deemed to be a separate payment for purposes of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order Code. The CIC Severance Benefits are intended not to catch up to the original payment schedule. All expense reimbursement or in-kind benefits constitute deferred compensation subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). a) This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are 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 to the contrary herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A, 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 interpreted made promptly upon presentation of documentation in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a 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 which any other taxable year. Notwithstanding anything to the contrary herein, if a payment event or benefit under this Agreement 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) (such as Separation payments to specified employees upon a separation from Serviceservice) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that and Executive is determined to be a “key specified employee” (as defined and 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) 409A of the Company at a time when its stock Code, be made on the date that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 made no earlier than (i) accumulated and paid in a lump sum on the first day of the seventh (7th) complete calendar month following such termination the date of employmentExecutive’s separation from service (or, or (ii) if earlier, upon Executive’s death), consistent and the remaining installment payments shall begin on such date in accordance with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out schedule provided in a single lump sum at the end of such required delay period in order this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to catch up to the original payment schedule. All expense reimbursement or in-kind benefits constitute deferred compensation subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject of the Code to the following rules: extent such Severance Benefits or CIC Severance Benefits are covered by (i) the amount of expenses eligible for reimbursement or in“short-kind benefits provided during one calendar year may not affect the benefits provided during any other year; term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) reimbursements shall be paid no later than the end of the calendar year following the year “two times severance exception” set forth in which the Executive incurs such expensesTreas. Reg. § 1.409A-1(b)(9)(iii), and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and or (iii) the right to reimbursement or in“limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-kind benefits term deferral exception, the two times severance exception and the limited payments exception shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein applied to the contrarySeverance 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 shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no amendment event may be made to this Agreement if it would cause Executive, directly or indirectly, designate the Agreement or calendar year of any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]under this Agreement.

Section 409A of the Code. (a) The portion of this award of RSUs representing the aggregate number of RSUs that are scheduled to vest on December 22, 2018 and December 22, 2019 as set forth in Section 3(a) (collectively, the “Continued Eligible Vesting RSUs”) is intended to comply with Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith in respect of the Continued Eligible Vesting RSUs. If the Participant notifies the Company (with specificity as to the reason therefor) that the Participant believes that any provision of this Agreement would cause the Participant to incur any additional tax or interest under Section 409A of the Code and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Participant, reform such provision to attempt to comply with Section 409A of the Code through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A of the Code. To the extent applicable, it that any provision hereof is intended that this Agreement modified in order to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Company of the applicable provision without violating the provisions of Section 409A of the Internal Revenue Code and Code. For the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in sake of clarity, the Company does not hereby agree to indemnify the Participant for liabilities incurred as a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy result of Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e.Code, 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e.it being understood, is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of however, that this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and clarification shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except construed as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following by the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event Participant of any claim for damages for breach of contract that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject are related to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.

Section 409A of the Code. To the extent applicable, it It is intended that the provisions of this Agreement comply with the provisions of Section 409A of the Internal Revenue Code Code, and the guidance promulgated thereunder (“Section 409A”). This all provisions of this Agreement shall be administered construed and interpreted in a manner consistent with Section 409A of the Code. In particular, if necessary to avoid imposition of penalties and additional taxes under Section 409A of the Code (the “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this intentAgreement, the timing of any amounts payable pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code. In the case of a series of payments, the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. From and after the Effective Date and for the remainder of the Term, (a) the Company shall administer and operate this Agreement and any provision that would cause the Agreement to fail to satisfy “nonqualified deferred compensation plan” (as defined in Section 409A shall have no force of the Code) (and any other arrangement that could reasonably be expected to constitute such a plan) in which the Executive participates and the Executive’s rights and benefits hereunder and thereunder in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect until amended by from time to time, (b) in the parties to event that the Company determines that any provision of this Agreement or any such plan or arrangement does not comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month Code or any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the Company shall amend or modify such provision to avoid the application of such Section 409A Tax, and (i.e.c) in the event that, 2½ monthsnotwithstanding the foregoing, the Executive is subject to a Section 409A Tax with respect to any such provision, the Company shall indemnify and hold the Executive harmeless against all taxes (and any interest or penalties imposed with respect to such taxes) after the later imposed as a result of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended failure to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event preceding clause (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409Aa) of this Section 7. The provisions of Sections 10(c), (d) and (e) shall apply mutatis mutandis to any claim by the IRS that, if successful, would give rise to indemnification by the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]7.

Section 409A of the Code. To It is the extent applicable, it is intended that intention of the parties to this Agreement comply with that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the provisions of Executive under Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the guidance promulgated thereunder date hereof (collectively, “Section 409A”). This The Agreement shall be administered interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, Executive and the Company agree to amend this Agreement in order to avoid, if practicable, the application of such taxes or interest under Section 409A and in a manner consistent to preserve the economic benefits of this Agreement from Executive’s perspective at no additional cost to the Company. 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. Although the Company shall consult with the Executive in good faith regarding implementation of this intentSection 26, neither the Company nor its employees or representatives shall have liability to the Executive with respect to any additional taxes that the Executive may be subject to in the event that any amounts under this Agreement are determined to violate Section 409A. For purposes of compliance with the requirements of Section 409A, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive notwithstanding anything herein to the extent permitted by contrary, (i) no payment shall be made hereunder in connection with Executive’s termination of employment with the Company unless and until Executive has a “separation from service” with the Company and its affiliates, as defined under Section 409A). Unless otherwise expressly provided, any and (ii) each payment of compensation by the Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for Executive under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409Apayment, and shall not be subject Executive’s entitlement to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation receive compensation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, a series of installment payments shall be subject treated as Executive’s entitlement to the following rules: (i) the amount recover a series of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]separate payments.

Section 409A of the Code. To the extent applicable, it is intended Company and Employee intend that payments and benefits under this Agreement comply with the provisions of or are exempt from Section 409A of the Internal Revenue Code and (the guidance promulgated thereunder (“Section 409ACode”). This , and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith or exempt therefrom. If for any reason, such as imprecision in drafting, any provision of this Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Company in a manner consistent with this such intent, and any provision as determined in the discretion of Company. It is intended that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance the payments and benefits provided for under this Agreement shall be treated as a separate payment “payment” for purposes of application of Code Section 409A. To While the extent that payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any severance payments come within the definition of “short term deferrals” or “involuntary severance” penalty taxes under Code Section 409A, such amounts shall in no event whatsoever will Company or any of its respective affiliates be excluded from “deferred compensation” liable for any additional tax, interest, or penalties that may be imposed on Employee as allowed under Section 409A, and shall not be subject to the following a result of Code Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended or any damages for failing to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A. No amount shall be paid prior to Employee hereby acknowledges and agrees that neither the earliest date on which it Company nor any of the Company’s representatives or advisors is permitted to be paid under Section 409A and Executive shall have no discretion providing Employee with any legal or tax advice with respect to the timing matters contemplated in this Agreement, and Employee has had an opportunity to consult with and seek the advice of his or her own legal and tax advisors regarding the payments except as permitted and benefits under Section 409A. Any payments to which this Agreement, including the application, if any, of Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitCode. Notwithstanding anything herein to the contrary, no amendment may be made to the extent the benefits set forth in this Agreement if it would cause constitute “non-qualified deferred compensation” subject to Code Section 409A, then the Agreement or any following conditions apply to the payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]of such benefits:

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A409A of the Code (including the exceptions thereto), to the extent applicable, and Provident 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 interpreted deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining any entitlement of Executive to the CIC Severance Benefits, (i) 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 therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Executive shall have no discretion Provident’s policies with respect thereto as in effect from time to time (but in no event later than the timing end of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a 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 which any other taxable year. Notwithstanding anything to the contrary herein, if a payment event 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) (such as Separation payments to specified employees upon a separation from Serviceservice) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that and Executive is determined to be a “key specified employee” (as defined and 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) 409A of the Company at a time when its stock Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon 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 made no earlier than (i) accumulated and paid in a lump sum on the first day of the seventh (7th) complete calendar month following such termination the Date of employmentTermination (or, or (ii) if earlier, upon Executive’s death, consistent ) and the remaining installment payments shall begin on such date in accordance with the provisions schedule provided in this Agreement. Each installment of the CIC COBRA Payments shall be deemed to be a separate payment for purposes of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order Code. The CIC Severance Benefits are intended not to catch up to the original payment schedule. All expense reimbursement or in-kind benefits constitute deferred compensation subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A. * * * * * [signature page follows]Code.