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

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. (a) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a Subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, the Executive would receive any payment that, absent the application of this Section 7.16, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) 6 months after the Executive’s termination date, (2) the Executive’s death or (3) such other date as will cause such payment not to be subject to such interest and additional tax. (b) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code and(“409A”). To the extent such potential payments or benefits could become subject to such Section, accordinglythe parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (c) Except as otherwise provided under this Agreement, all reimbursements to the maximum extent permitted, this Agreement Executive shall be interpreted paid as promptly as practical and administered consistent with such intent. With respect to in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement under the terms of this Agreement: (i) during any calendar year will not affect the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable other calendar year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, . With respect to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In additionAgreement, for purposes of this Agreement409A, each amount to severance payment and COBRA continuation reimbursement payment will be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as considered one of a series of separate identified payment for purposes of Section 409A of payments, and the 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 Executive’s termination date will be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and as defined under 409A. (iiid) Amounts payable under the terms of this Agreement would be payable prior to following the six-month anniversary of Executive’s separation from servicetermination of employment, other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical after such payment shall be delayed until a termination of employment and, in any event, within 2 ½ months after the earlier to occur of (A) the six-month anniversary end of the separation from service or (B) the date of Executive’s deathyear in which employment terminates.

Section 409A of the Internal Revenue Code. It is the intent (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the parties that Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments and benefits to be made upon a termination of employment under this Agreement comply with, or may only be exempt from, Section made upon a “separation from service” within the meaning of such term under section 409A of the Code andCode, accordingly, to the maximum extent permitted, each payment under this Agreement shall be interpreted treated as a separate payment, and administered consistent a series of installment payments shall be treated as a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with such intent. With respect to the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses eligible for reimbursement under the terms incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement: ), (iii) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement in another taxable year; and (ii) any reimbursements of such expenses an eligible expense shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefitsbenefits is not subject to liquidation or exchange for another benefit. (b) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein provision of this Agreement to the contrary, to if, at the extent required to avoid accelerated taxation or tax penalties under Section 409A time of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from with the Company, the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code has securities which are publicly traded on an established securities market 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in Section section 409A of the Code) and it is necessary to postpone the commencement of any compensation payments or benefits otherwise payable pursuant to this Agreement as a result of such “separation from service” to prevent any accelerated or additional tax under section 409A of the Code, as then the Company shall postpone the commencement of the payment of any such compensation payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation from service” with the Company. If any payments or benefits are postponed due to such requirements, such amounts shall be paid in a lump sum to Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation from service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts postponed on account of section 409A of the Code shall be paid to the personal representative of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, estate within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) 60 days after the date of Executive’s death. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

Section 409A of the Internal Revenue Code. (a) It is intended that the intent provisions of the parties that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permittedregulations and other guidance issued thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted and administered in a manner consistent with such intent. With respect the requirements for avoiding taxes or penalties under Section 409A. (b) For purposes of determining whether any payment made pursuant to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement Agreement results in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A 409A, the Company shall maximize the exemptions described in Treasury Regulation § 1.409A-1(b), as applicable. (c) Neither Executive nor any of the Code. In addition, Executive’s creditors or beneficiaries shall have the right to reimbursement subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or in-kind benefits) cannot be liquidated or exchanged for under any other benefit plan, policy, arrangement or payment. Notwithstanding anything contained herein to agreement of or with the contrary, to the extent required to avoid accelerated taxation Company or tax penalties under Section 409A any of the Code, Executive shall not be considered to have terminated employment for purposes of its affiliates (this Agreement and no payments such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or for Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its affiliates. (d) If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under a Company Plan constitutes deferred compensation (within the meaning of Section 409A) the Code. In addition, for purposes payment of this Agreement, each amount which is required to be paid delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or benefit penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first business day after such six-month period. (e) Any reimbursements, gross-ups or in-kind benefits to be provided to Executive pursuant to this Agreement that are taxable to the Executive shall be construed as a separate identified payment for purposes of Section 409A subject to the following restrictions; (a) each reimbursement or gross-up must be paid no later than the last day of the Code and any payments described herein that are due within calendar year following the “short term deferral period” Executive’s tax year during which the expense was incurred or tax was remitted, as defined in Section 409A the case may be; (b) the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Code shall Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contraryprovided, if Executive is a “specified employee,” as defined in Section 409A any other tax year of the Code, as of Executive; (c) the date of period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end one year after the Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service ; and (iiid) under the terms right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit. (f) Notwithstanding any provision of this Agreement would be payable prior or any Company Plan to the six-month anniversary contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement and any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Executive or for Executive’s separation account in connection with any Company Plan (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Executive harmless from service, any or all of such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service taxes or (B) the date of Executive’s deathpenalties.

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permittedregulations and guidance issued thereunder (together, “Section 409A”), and the provisions of this Agreement shall be interpreted construed and administered consistent in accordance with such intent. With respect To the extent any potential payments or benefits could become subject to expenses eligible Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as it deems appropriate, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A. (b) No payments or benefits provided herein that are paid because of a termination of employment under circumstances described herein shall be paid, unless such termination of employment also constitutes a “separation from service” within the meaning of “Section 409A”). (c) If Executive is a “specified employee,” any payments payable as a result of Executive’s termination of employment (other than as a result of death) shall not be payable before the earlier of (i) the first business day that is more than six months after Executive’s Termination Date, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or its Corporate Personnel Committee, or by operation of law or such regulation. (d) No acceleration of payments and benefits provided for reimbursement in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (e) To the extent that the amounts payable under this Article II are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the terms deferral of this Agreement: compensation. If they do constitute deferral of compensation governed by Section 409A, they shall be deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (i) the amount of such expenses eligible for reimbursement in any or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in another any other taxable year; and , (ii) any reimbursements the reimbursement of such expenses shall an eligible expense must be made no later than on or before the end last day of the calendar Executive’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that expense was incurred and (iii) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In additionAccordingly, Executive’s right all provisions herein shall be construed and interpreted to reimbursement comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. (or in-kind benefitsb) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein provision to the contrarycontrary in this Agreement, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due or benefits to Executive which Employee becomes entitled under this Agreement that are payable upon Executivein connection with the termination of Employee’s employment with the Company shall be made or paid to Employee prior to the earlier of (i) the first day of the seventh (7th) month following the date of Employee’s Separation from Service due to such termination of employment until Executive would or (ii) the date of Employee’s death, if Employee is deemed, pursuant to the procedures established by the Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non-qualified deferred compensation plans subject to Code Section 409A, to be considered to have incurred a “separation specified employee” at the time of such Separation from service” from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the Company within the meaning of Section 409A expiration of the Codeapplicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 23(b) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. In addition, for purposes of this Agreement, each amount if Employee is deemed to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes specified employee at the time of Section 409A of the Code Separation from Service 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. Notwithstanding anything contained herein there is an amount payable by Employee to the contrary, if Executive is a “specified employee,” as defined in Section 409A of Company under the Code, as of Company’s Relocation Policy (the date of Executive’s separation from service"Relocation Amount"), then to notwithstanding Section 10(d)(v), the extent any amount payable under this Agreement following provisions shall apply: (i) constitutes the payment of nonqualified deferred compensation, within Company shall waive the meaning of Section 409A requirement to repay the portion of the CodeRelocation Amount up to the applicable dollar amount under Code Section 402(g)(1)(B), (ii) is payable upon Executive’s separation from service Employee shall repay to the Company any Relocation Amounts in excess of such limit (the "Repaid Amount") and (iii) under upon the terms expiration of this Agreement would be payable prior the applicable Code Section 409A(a)(2) deferral period, the Company shall pay to Employee the six-month anniversary of Executive’s separation from service, such payment Repaid Amount in a lump sum. The specified employees subject to a delayed commencement date shall be delayed until identified on December 31 of each calendar year. If Employee is so identified on any such December 31, he shall have specified employee status for the earlier to occur of twelve (A) the six-month anniversary 12)-month period beginning on April 1 of the separation from service or (B) the date of Executive’s deathfollowing calendar year.

Section 409A of the Internal Revenue Code. 1. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5: (a) It is the intent intended that each installment of the parties that payments and benefits provided under this Agreement comply withSection 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; (b) If, or be exempt from, Section 409A as of the Code date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and (c) If, accordinglyas of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that he is bound, then: (i) Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permittedpermissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs; (ii) Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or, with respect to payment after death, as soon as reasonably practicable and within the time limits permitted by Section 409A), and any remaining payments will be paid on their original schedule and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A. (d) The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 2. All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be interpreted administered and administered consistent construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such intent. With respect reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbenefit.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral, or under any other provision of Section 409A, shall be excluded from Section 409A to the intent maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the parties foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with, or be exempt from, with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Code andTermination Date or, accordinglyif earlier, on the Executive's death (the "Specified Employee Payment Date") . The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the maximum extent permittedExecutive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c) No acceleration of payments and benefits provided for in this Agreement shall be interpreted permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and administered consistent additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (d) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: following: (i) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another taxable any other calendar year; and ; (ii) any reimbursements reimbursement of such expenses an eligible expense shall be made no later than paid to the end Executive on or before the last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except, in each case, to the extent that the ; and (iii) any right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (reimbursements or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties benefits under Section 409A of the Code, Executive this Agreement shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the parties that Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments and benefits to be made upon a termination of employment under this Agreement comply with, or may only be exempt from, Section made upon a “separation from service” within the meaning of such term under section 409A of the Code and, accordingly, to the maximum extent permitted, and each payment under this Agreement shall be interpreted treated as a separate payment. All reimbursements and administered consistent in-kind benefits provided under this Agreement shall be made or provided in accordance with such intent. With respect to the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses eligible for reimbursement under the terms incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement: ), (iii) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement in another taxable year; and (ii) any reimbursements of such expenses an eligible expense shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefitsbenefits is not subject to liquidation or exchange for another benefit. (b) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein provision of this Agreement to the contrary, to if, at the extent required to avoid accelerated taxation or tax penalties under Section 409A time of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from with the Company, the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code has securities which are publicly traded on an established securities market 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in Section section 409A of the Code) and it is necessary to postpone the commencement of any compensation payments or benefits otherwise payable pursuant to this Agreement as a result of such “separation from service” to prevent any accelerated or additional tax under section 409A of the Code, as then the Company shall postpone the commencement of the payment of any such compensation payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation from service” with the Company. If any payments or benefits are postponed due to such requirements, such amounts shall be paid in a lump sum to Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation from service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts postponed on account of section 409A of the Code shall be paid to the personal representative of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, estate within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) 60 days after the date of Executive’s death. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral, or under any other provision of Section 409A, shall be excluded from Section 409A to the intent maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the parties foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with, or be exempt from, with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with her termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Code andTermination Date or, accordinglyif earlier, on the Executive's death (the "Specified Employee Payment Date") . The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the maximum extent permittedExecutive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c) No acceleration of payments and benefits provided for in this Agreement shall be interpreted permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and administered consistent additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (d) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: following: (i) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another taxable any other calendar year; and ; (ii) any reimbursements reimbursement of such expenses an eligible expense shall be made no later than paid to the end Executive on or before the last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except, in each case, to the extent that the ; and (iii) any right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (reimbursements or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties benefits under Section 409A of the Code, Executive this Agreement shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent (a) The date of the parties that payments and benefits under this Agreement comply withExecutive’s “separation from service”, or be exempt from, as defined in Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of his termination of employment for purposes of determining the time of payment of any amount that becomes payable to Executive under this Agreement and under any Plan upon his termination of employment and that constitutes a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A. (b) To the extent any payment otherwise required to be made to Executive hereunder or under any Plan on account of his separation from service constitutes a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A, and Executive is a “specified employee” (within the meaning of Section 409A) as of the date of his separation from service, then such payment shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Executive’s separation from service for any reason other than death, or (ii) the date of his death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest on such delayed payments for the period of such delay computed at the then applicable borrowing rate of the Company as of the commencement of such delay. In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes, interest or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. (c) To the extent permitted under Section 409A, the Company also agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive resulting from the failure of the terms of this Agreement or any Plan to comply with Section 409A or any operational failures to comply with the requirements of Section 409A in connection with any payments or benefits paid or provided to Executive under this Agreement or any Plan, provided that the steps so requested do not cause the Company to incur any additional costs (other than incidental costs) associated with taking such steps. Any modification to the terms of this Agreement or any Plan resulting from the immediately preceding sentence shall maintain the original intent and economic benefit to Executive of the applicable provision of this Agreement or such Plan, to the maximum extent permitted, reasonably possible without violating any applicable requirement of Section 409A and without requiring any additional payments to Executive. (d) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement or under any Plan constitute “deferred compensation” under Section 409A (after taking into account all exclusions applicable to such payments or benefits under Section 409A), (i) any such reimbursement shall be interpreted paid as soon as administratively practicable after the expense in question has been incurred and administered consistent with Executive has submitted to the Company the documentation required for the reimbursement of such intent. With respect to expenses eligible for reimbursement under expense, but in no event later than December 31 of the terms of this Agreement: year following the year in which the expense was incurred; (iii) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits to be provided, during any taxable one calendar year shall not affect the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another taxable any other calendar year; and (iiiii) Executive’s right to receive such reimbursements, or in-kind benefits, shall not be subject to liquidation or exchange for any reimbursements other benefit. (e) In the case of any amounts payable to Executive under this Agreement, or under any Plan, that may be treated as payable in the form of “a series of installment payments”, as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such expenses Treasury Regulation; provided, however, that in the case of any such amounts so payable under any Plan, the foregoing provision shall be made no later than apply to the end amounts so payable thereunder only if either (x) Executive first acquires a legally binding right to receive such amounts on or after the Effective Date, or (y) if he first acquired such right before such date, such Plan had a comparable separate payment designation provision in effect for the amounts so payable under the Plan either at the time Executive first acquired his legally binding right to such payments, or if later, on December 31, 2008. (f) For purposes of the calendar year following foregoing, “Plan” shall mean any plan, program, agreement (other than this Agreement) or other arrangement maintained by the calendar year in which the related expenses were incurred, except, in each case, to the extent Company or any of its affiliates that the right to reimbursement does not provide for is a “deferral of compensationnonqualified deferred compensation plan” within the meaning of Section 409A of the Code. In addition, and under which any payments or benefits are to be made or provided to Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required they constitute a deferral of compensation subject to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the Code. In addition, for purposes of this Agreement, each amount after taking into account all exclusions applicable to be paid such payments or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of benefits under Section 409A of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. 14.1 The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5: (a) It is the intent intended that each installment of the parties that payments and benefits provided under this Agreement comply withSection 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; (b) If, or be exempt from, Section 409A as of the Code date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and (c) If, accordinglyas of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that he is bound, then: (i) Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permittedpermissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs; (ii) Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or, with respect to payment after death, as soon as reasonably practicable and within the time limits permitted by Section 409A), and any remaining payments will be paid on their original schedule and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A. (d) The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 14.2 All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be interpreted administered and administered consistent construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such intent. With respect reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbenefit.

Section 409A of the Internal Revenue Code. It (a) If and to the extent that (i) any payment or benefit is determined by the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Employer to constitute “non-qualified deferred compensation” subject to Section 409A of the Code, (ii) such payment or benefit under this Agreement or otherwise is provided to a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures established by the Employer) and (iii) such payment or benefit must be delayed for six months from the Termination Date (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and(the “Six Month Period”) and not cause Employee to incur any additional tax under Section 409A, accordinglythen the Employer will delay making any such payment or providing such benefit until the expiration of the Six Month Period. If Employee dies within the Six Month Period, any such delayed payments or benefits shall not be further delayed, and shall be immediately payable to his estate in accordance with the applicable provisions of this Agreement. (b) Except as otherwise expressly provided herein, to the maximum extent permitted, any expense reimbursement or the provision of any in-kind benefit under this Agreement shall is determined to be interpreted and administered consistent with such intent. With respect subject to expenses eligible for reimbursement under Section 409A of the terms of this Agreement: (i) Code, the amount of any such expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefit, in any taxable one calendar year shall not affect the expenses eligible for reimbursement in another any other taxable year; and year (ii) except for any reimbursements of such life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses shall be made no later than reimbursed after the end last day of the calendar year following the calendar year in which the related expenses were incurredEmployee incurred such expenses, except, and in each case, to the extent that the no event shall any right to reimbursement does or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. (c) For the purposes of this Agreement, it is the parties’ intention that the amounts payable under Section 6(a) of this Agreement shall not provide for be a “deferral of compensation” within subject to Section 409A of the meaning Code 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 A-6. (d) Notwithstanding any other provisions of this Agreement to the contrary and to the extent applicable, it is intended that this Agreement comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted, construed and administered in accordance with this intent, so as to avoid the imposition of taxes and penalties on Employee pursuant to Section 409A of the Code. In additionHowever, Executive’s right the Employer shall have no liability to reimbursement (Employee, his beneficiaries or in-kind benefits) cannot be liquidated otherwise if this Agreement or exchanged for any other benefit amounts paid or payment. Notwithstanding anything contained herein payable hereunder are subject to the contrary, to the extent required to avoid accelerated taxation or additional tax and penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. Subject to the provisions in this Section 11, any severance payments or benefits under this letter will begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under this letter. (a) It is the intent intended that each installment of the parties that severance payments and benefits provided under this Agreement comply with, or letter shall be exempt from, treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code andand the guidance issued thereunder (“Section 409A”). Neither you nor the Company will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) The determination of whether and when your separation from service from the Company has occurred shall be made and in a manner consistent with and based on the presumptions set forth in, accordinglyTreasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Internal Revenue Code. (c) If, as of the date of your separation from service from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits provided under this letter shall be made on the dates and terms set forth in this letter. (d) If, as of the date of your separation from service from the Company, you are a “specified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this letter that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when your separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permitted, this Agreement permissible under Section 409A and shall be interpreted paid on the dates and administered consistent terms set forth in this letter; and (ii) Each installment of the severance payments and benefits due under this letter that is not described in Section 11(d)(i) and that would, absent this subsection, be paid within the six-month period following your separation from service from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, your death), with any such intentinstallments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service and any subsequent installments, if any, being paid in accordance with the Tetraphase Pharmaceuticals, Inc. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments or benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). With respect Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of your second taxable year following the taxable year in which the separation from service occurs. (e) All reimbursements and in-kind benefits provided under this letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in your offer letter), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. benefit. (f) Notwithstanding anything contained herein to the contrary, the Company makes no representation or warranty and shall have no liability to you or to any other person if the payments and benefits provided in this letter are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.” 1.3 The following defined terms shall be inserted as Exhibit A to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.Original Letter:

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, Section 409A of the Code and, accordingly, subject to the maximum extent permittedadditional tax imposed pursuant to Section 409A, and the provisions of this Agreement shall be interpreted construed and administered consistent in accordance with such intent. With respect To the extent any potential payments or benefits could become subject to expenses eligible Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as it deems appropriate, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A. (b) If Executive is a “specified employee,” any payments payable as a result of Executive’s termination of employment (other than as a result of death) shall not be payable before the earlier of (i) the first business day that is more than six months after Executive’s Termination Date, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or the Committee, or by operation of law or such regulation. (c) No acceleration of payments and benefits provided for reimbursement in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (d) To the extent that the amounts payable under this Agreement are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the terms deferral of this Agreement: compensation. If they do constitute deferral of compensation governed by Section 409A, they shall be deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (i) the amount of such expenses eligible for reimbursement in any or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in another any other taxable year; and , (ii) any reimbursements the reimbursement of such expenses shall an eligible expense must be made no later than on or before the end last day of the calendar Executive’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that expense was incurred and (iii) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, Section 409A of the Code and, accordingly, subject to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or additional tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive imposed pursuant to Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with such intent. To the extent any potential payments or benefits could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as a separate identified it deems appropriate, amend or modify this Agreement or delay the payment for purposes of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A of the 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. Notwithstanding anything contained herein to the contrary, if 409A. (b) If Executive is a “specified employee,” any payments payable as defined in Section 409A of the Code, as of the date a result of Executive’s separation from service, then to termination of employment (other than as a result of death) shall not be payable before the extent any amount payable under this Agreement earlier of (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Codefirst business day that is more than six months after Executive’s Termination Date, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or its Corporate Personnel Committee, or by operation of law or such regulation. (c) No acceleration of payments and benefits provided for in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A.

Section 409A of the Internal Revenue Code. 14.1 The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5: (a) It is the intent intended that each installment of the parties that payments and benefits provided under this Agreement comply withSection 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; (b) If, or be exempt from, Section 409A as of the Code date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and (c) If, accordinglyas of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that he is bound, then: (A) Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permittedpermissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs; (B) Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A. (d) The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 14.2 All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be interpreted administered and administered consistent construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such intent. With respect reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbenefit.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In additionAccordingly, Executive’s right all provisions herein shall be construed and interpreted to reimbursement comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. (or in-kind benefitsb) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein provision to the contrarycontrary in this Agreement, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due or benefits to which Executive becomes entitled under this Agreement that are payable upon in connection with the termination of Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from with the Company within shall be made or paid to Executive prior to the meaning earlier of Section 409A (i) the first day of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of seventh (7th) month following the date of Executive’s separation Separation from service, then Service due to the extent any amount payable under this Agreement (i) constitutes the payment such termination of nonqualified deferred compensation, within the meaning of Section 409A of the Code, employment or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death, if Executive is deemed, pursuant to the procedures established by the Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non-qualified deferred compensation plans subject to Code Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 23(b) shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. In addition, if Executive is deemed to be a specified employee at the time of Separation from Service and there is an amount payable by Executive to the Company under the Company’s Relocation Policy (the "Relocation Amount"), then notwithstanding Section 10(d)(v), the following provisions shall apply: (i) the Company shall waive the requirement to repay the portion of the Relocation Amount up to the applicable dollar amount under Code Section 402(g)(1)(B), (ii) Executive shall repay to the Company any Relocation Amounts in excess of such limit (the "Repaid Amount") and (iii) upon the expiration of the applicable Code Section 409A(a)(2) deferral period, the Company shall pay to Executive the Repaid Amount in a lump sum. The specified employees subject to a delayed commencement date shall be identified on December 31 of each calendar year. If Executive is so identified on any such December 31, he shall have specified employee status for the twelve (12)-month period beginning on April 1 of the following calendar year.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent in compliance with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of Any payments described in this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless applicable law requires otherwiseotherwise required by the Code. Notwithstanding anything contained herein in this Agreement to the contrary, if the Company concludes that any of the payments described in Section 7 or Section 10(c) or (d) are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10(c) or (d) are subject to Section 409A of the Code, and if Executive is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, as the payments described in Section 7 or Section 10(c) or (d) shall be delayed and paid on the first day of the date of seventh month following Executive’s separation from service. Executive acknowledges that the Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, then benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the extent payments described in this Agreement. Neither the time nor schedule of any amount payable payment under this Agreement (i) constitutes may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment of nonqualified deferred compensation, within the meaning due under this Agreement. For purposes of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) the right to a series of installment payments under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier treated as a right to occur a series of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathseparate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes 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 payments described herein that are due within provision contained in the “short term deferral period” as defined in Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Severance benefits shall not be treated as deferred compensation payable under Section 3.3 unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is conditions set forth in Section 3.3 are satisfied and Executive’s termination of employment constitutes a “specified employee,separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with the Company’s and the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred); provided, as however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the date of Executive’s expenses eligible for reimbursement in any other taxable year and the right to reimbursement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), then such payment shall, to the extent any amount payable under this Agreement (i) constitutes necessary to comply with the payment of nonqualified deferred compensation, within the meaning requirements of Section 409A of the Code, be made on the later of (iix) the date specified by the foregoing provisions of this Agreement or (y) the date that is payable upon six (6) months after the date of the Executive’s separation from service (or, if earlier, the date of the Executive’s death). Any payments that are delayed pursuant to this Section shall be accumulated and (iii) under paid in a lump sum on the terms first day of this Agreement would be payable prior to the six-seventh month anniversary of following Executive’s separation from serviceservice (or, such payment shall be delayed until if earlier, upon the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death) and the remaining payments shall begin on such date in accordance with their original schedule. The Change in Control Severance Benefits and the Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code pursuant to the (i) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (iii) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Change in Control Severance Benefits and the Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of COBRA Payments shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent (a) The date of the parties that payments and benefits under this Agreement comply withExecutive’s “separation from service”, or be exempt from, as defined in Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) (and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date of her termination of employment (the “Termination Date”) for purposes of determining the time of payment of any amount that becomes payable to Executive under this Agreement and under any Plan upon her termination of employment and that constitutes a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A. (b) To the extent any payment otherwise required to be made to Executive hereunder or under any Plan on account of her separation from service constitutes a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A, and Executive is a “specified employee” (within the meaning of Section 409A) as of the date of her separation from service, then such payment shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Executive’s separation from service for any reason other than death, or (ii) the date of her death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date or, if earlier, upon Executive’s death, there shall be paid to Executive or, if she has died, to her estate, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest on such delayed payments for the period of such delay computed at the then applicable borrowing rate of the Company as of the commencement of such delay. In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes, interest or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. (c) To the extent permitted under Section 409A, the Company also agrees to work with Executive in good faith and take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive resulting from the failure of the terms of this Agreement or any Plan to comply with Section 409A or any operational failures to comply with the requirements of Section 409A in connection with any payments or benefits paid or provided to Executive under this Agreement or any Plan: provided, that the steps requested do not cause the Company to incur any additional costs (other than incidental costs) associated with taking such steps. Any modification to the terms of this Agreement or any Plan resulting from the immediately preceding sentence shall maintain the original intent and economic benefit to Executive of the applicable provision of this Agreement or such Plan, to the maximum extent permitted, reasonably possible without violating any applicable requirement of Section 409A and without requiring any additional payments to Executive. (d) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits under this Agreement or under any Plan constitute “deferred compensation” under Section 409A (after taking into account all exclusions applicable to such payments or benefits under Section 409A), (i) any such reimbursement shall be interpreted paid as soon as administratively practicable after the expense in question has been incurred and administered consistent with Executive has submitted to the Company the documentation required for the reimbursement of such intent. With respect to expenses eligible for reimbursement under expense, but in no event later than December 31 of the terms of this Agreement: year following the year in which the expense was incurred; (iii) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits to be provided, during any taxable one calendar year shall not affect the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another taxable any other calendar year; and (iiiii) Executive’s right to receive such reimbursements, or in-kind benefits, shall not be subject to liquidation or exchange for any reimbursements other benefit. (e) In the case of any amounts payable to Executive under this Agreement, or under any Plan, that may be treated as payable in the form of “a series of installment payments”, as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such expenses Treasury Regulation; provided, however, that in the case of any such amounts so payable under any Plan, the foregoing provision shall be made no later than apply to the end amounts so payable thereunder only if either (x) Executive first acquires a legally binding right to receive such amounts on or after the Effective Date, or (y) if she first acquired such right before such date, such Plan had a comparable separate payment designation provision in effect for the amounts so payable under the Plan either at the time Executive first acquired her legally binding right to such payments, or if later, on December 31, 2008. (f) For purposes of the calendar year following foregoing, “Plan” shall mean any plan, program, agreement (other than this Agreement) or other arrangement maintained by the calendar year in which the related expenses were incurred, except, in each case, to the extent Company or any of its affiliates that the right to reimbursement does not provide for is a “deferral of compensationnonqualified deferred compensation plan” within the meaning of Section 409A of the Code. In addition, and under which any payments or benefits are to be made or provided to Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required they constitute a deferral of compensation subject to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the Code. In addition, for purposes of this Agreement, each amount after taking into account all exclusions applicable to be paid such payments or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of benefits under Section 409A of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits All amounts payable under this Agreement are intended to comply with, or be exempt from, with the “short term deferral” exception from Section 409A of the Internal Revenue Code and(“Section 409A”) specified in Treas. Reg. § 1 .409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1 .409A-1(b)(9) (or any successor provision), accordinglyor both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the maximum extent permittedthat any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered consistent in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” (as defined by Section 409A) with, and if such intent. With respect amount is scheduled to expenses eligible for reimbursement under the terms of this Agreement: be paid within six (i6) months after such separation from service, the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; accrue without interest and (ii) any reimbursements of such expenses shall be made no later than paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the calendar year appointment of the personal representative or executor of the Employee’s estate following the calendar year Employee’s death. “Separation of employment,” “resignation” or words of similar import, as used in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no shall mean, with respect to any payments shall be due subject to Executive under this Agreement that are payable upon ExecutiveSection 409A, the Employee’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of as defined by Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the Codepayment will occur in the later year. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Nothing in this Agreement or the Plan shall be construed as a separate identified payment for purposes guarantee of Section 409A of the 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. Notwithstanding anything contained herein particular tax treatment to the contrary, if Executive is a “specified employee,” as defined in Section 409A of Employee. The Employee shall be solely responsible for the Code, as of the date of Executive’s separation from service, then tax consequences with respect to the extent any amount all amounts payable under this Agreement (i) constitutes the payment of nonqualified deferred compensationAgreement, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of in no event shall Halozyme have any responsibility or liability if this Agreement would be payable prior to the six-month anniversary does not meet any applicable requirements of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.Code section 409A.

Section 409A of the Internal Revenue Code. (a) It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, the arrangements set forth herein not violate the requirements of Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended and the regulations promulgated thereunder (“Section 409A”), to the maximum extent permitted, and that all provisions of this Agreement shall be construed and interpreted and administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If the Executive believes that a separation from service has occurred prior to the end of the Employment Period, the Company will take reasonable instruction from the Executive in regard to the delay of payments required to be made subsequently hereunder in order that the requirements of Section 409A, or an exemption thereto, be satisfied in respect of such intentpayments. With respect In no event shall the Company (a) be required to expenses eligible for reimbursement under accelerate any payments hereunder, or (b) have any liability to the terms Executive as a result of the arrangements set forth herein failing to satisfy the requirements of Section 409A. (b) Except as specifically permitted by Section 409A or as otherwise specifically set forth in this Agreement: , the benefits and reimbursements provided to the Executive under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its subsidiaries (ithis Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) the amount of such expenses eligible for reimbursement in during any taxable calendar year shall not affect the expenses eligible benefits and reimbursements to be provided to the Executive under the relevant section of this Agreement or any Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement in another taxable year; and (ii) any reimbursements of such expenses payments, reimbursement payments shall be made to the Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the end last day of the calendar year following the calendar year in which the related expenses were underlying expense is incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. A. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”), and the Agreement shall be interpreted as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect exempt from, the requirements of Section 409A. Notwithstanding anything to expenses eligible for reimbursement the contrary herein, if Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of Executive pursuant to this Agreement shall be delayed until the earliest date permitted by Section 409A(a)(2) of the Code. In additionThe Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, Executive’s right if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to reimbursement (or in-kind benefits) cantime, provided that the Company shall not be liquidated required to assume any increased economic burden in connection with such amendment. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or exchanged for any other benefit or payment. benefits, and such provision shall otherwise remain in full force and effect. B. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s unless such termination of employment until Executive would be considered to have incurred constitutes a “separation from service” from with respect to Executive, as defined in Treasury Regulation Section 1.409A-1(h). C. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the Company extent earned, in no event later than the last day of the “applicable 2 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. D. With respect to the Company’s reimbursement obligations and provision of in-kind benefits under Sections 6(C) and 6(E) hereof, and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, as applicable, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). E. The Tax Gross-Up payment, if any, provided under Section 11 shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(v), including that such Tax Gross-Up payment shall be paid by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the relevant taxing authority. To the extent required by Section 409A, any Tax Gross-Up payment made with respect to any payment that is non-exempt non-qualified deferred compensation (within the meaning of Section 409A) which is subject to Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of payable only upon Executive’s “separation from service, then ” (as defined above) and subject to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death14(A).

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of section 409A of the parties Internal Revenue Code of 1986, as amended (“Section 409A.”) Accordingly, all provisions in the Agreement, or incorporated by reference, are to be construed and interpreted to comply with Section 409A and if necessary, any provision will be held null and void, to the extent such provision (or part thereof) fails to comply with Section 409 A or regulations under that payments section. The University and benefits Xx. Xxxx agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement comply with, or will be exempt from, treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. The University and Xx. Xxxx also agree that any amounts payable solely on account of an involuntary separation from service of Xx. Xxxx within the Code andmeaning of Section 409A will be excludible from the requirements of Section 409A, accordinglyeither as involuntary separation pay or as short-term deferral amounts (e.g., to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement amounts payable under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A, including where applicable, the requirement that (1) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (2) the amount of expenses eligible for reimbursement or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the related expenses were expense is incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii4) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.the

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under (a) Notwithstanding anything in this Agreement comply withto the contrary, or be if an amount hereunder is subject to, and not exempt from, Section 409A of the Code andand the Executive is a Specified Employee on the Termination Date, accordinglythe Executive shall not receive any amount or benefit on account of Executive’s Termination of Employment before the date which is six months after the Termination Date, or, if earlier, upon the Executive’s death. If an amount must be deferred, the first payment shall include an amount equal to the maximum extent permitted, sum of the payments which would have been paid to the Executive but for the payment deferral mandated pursuant to Section 409A(a)(2)(B)(i) of the Code on the first day of the month following the mandated deferral period. (b) Any reimbursement of expenses or in-kind benefits provided under this Agreement subject to, and not exempt from, Section 409A of the Code shall be interpreted and administered consistent with such intent. With respect subject to expenses eligible for reimbursement under the terms of this Agreementfollowing additional rules: (ia) any reimbursement of eligible expenses shall be paid as they are incurred and shall always be paid on or before the amount last day of the Executive’s taxable year following the taxable year in which the expenses were incurred; provided that the Executive first provides documentation of such expenses eligible for reimbursement in any taxable year shall reasonable detail not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than sixty (60) days following the end of the calendar year following the calendar year in which the related eligible expenses were incurred; (b) the amount of expenses eligible for reimbursement, exceptor in kind benefits provided, in each caseduring any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to the extent that be provided, during any other calendar year; and (c) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of another benefit. (c) To the extent applicable, it is intended that this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from any amounts or benefits provided hereunder comply with the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning provisions of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms this Agreement shall be interpreted and administrated in accordance with this intent. Notwithstanding any other provision of this Agreement, Integer does not make any representations that any amounts or benefits provided for by this Agreement would are exempt from or compliant with Section 409A of the Code, and the Integer Companies shall not be payable prior liable to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary Executive or any other Person for any adverse tax consequences under Section 409A or any other provision of the separation from service or (B) the date of Executive’s deathCode.

Section 409A of the Internal Revenue Code. It Each payment under this Agreement is the intent intended to be exempt from Section 409A of the parties that Internal Revenue Code of 1986, as amended (the “Code”) or in compliance with Code Section 409A, and the provisions of this Agreement will be administered, interpreted and construed accordingly. Without limiting the generality of the foregoing, the term “termination of employment” or any similar term under this Agreement will be interpreted to mean “separation from service” within the meaning of Code Section 409A to the extent necessary to comply with Code Section 409A. Furthermore, the right to a series of installment payments and or in-kind benefits under this Agreement comply withis to be treated as a right to a series of separate payments for purposes of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, for any year in which the stock of the Company is tradable on an established securities market, and the Employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or be exempt from(iii) (applied in accordance with the regulations thereunder, but without regard to Code Section 409A 416(i)(5)) at any time during the 12 month period ending on the last occurring December 31st (and is therefore a “Specified Employee”), then, to the extent required by Code Section 409A, and the final regulations thereunder, the Company shall pay any benefit which constitutes “deferred compensation” under this Agreement within the meaning of the Code andSection 409A no earlier than the earliest of the following: (1) the expiration of the six-month period (the “Deferral Period”) measured from the date of the Employee’s ‘separation from service’ under Code Section 409A; or (2) the date of the Employee’s death. Upon the expiration of the Deferral Period, accordingly, all payments that would have been made during the Deferral Period (whether in a single lump sum or in installments) shall be paid as a single lump sum to the maximum Employee or, if applicable, his or her beneficiary. This Section shall not apply to any payment which constitutes “separation pay” as described in Treasury Regulation 1.409A-1(b)(9)(iii). To the extent permittedrequired by Code Section 409A, this Agreement with regard to any provision that provides for the reimbursement of costs and expenses, or for the provision of in-kind benefits: (1) The right to such reimbursement or in-kind benefit shall not be interpreted and administered consistent with such intent. With respect subject to expenses eligible liquidation or exchange for reimbursement under the terms of this Agreement: another benefit; (i2) the The amount of such expenses eligible for reimbursement or in any taxable kind benefits available or paid in one year shall not affect the expenses eligible for reimbursement amount available or paid in another taxable any subsequent year; and and (ii3) any reimbursements of such expenses Such payments shall be made no later than on or before the end last day of the calendar Employee’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathexpense occurred.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an “involuntary” separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (1) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii2) is any portion of the Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (and would have been payable upon Executive’s separation from service and (iiiduring the Initial Payment Period but for the Limit) under shall be paid, with Interest, on the terms first business day of this Agreement would be payable prior to the first calendar month that begins after the six-month anniversary of Executive’s separation Separation from service, such payment Service and (3) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable after the Initial Payment Period shall be delayed until paid at the earlier to occur times set forth in Section 1(d)(i). For purposes of (Athis Section 8A.(f), “Interest” shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) the six-month anniversary of the separation Code, from service or (B) the date on which payment would otherwise have been made but for any required delay through the date of Executive’s deathpayment.

Section 409A of the Internal Revenue Code. It This Agreement is the intent of the parties that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordingly, as amended and the Treasury Regulations promulgated thereunder (“Section 409A”). Notwithstanding any provision to the maximum extent permittedcontrary in this Agreement, no payment or distribution under this Agreement shall be interpreted that constitutes an item of deferred compensation under Section 409A, and administered consistent becomes payable by reason of Executive’s termination of employment with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Company will be made no later than the end to Executive unless Executive’s termination of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for employment constitutes a “deferral of compensationseparation from service” within (as the meaning of term is defined Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits409A) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, solely to the extent required to avoid accelerated taxation or tax penalties in respect of such amounts. The parties acknowledge that the level of services which are required under Section 409A the Consulting Agreement are such that the date of the Code, Executive shall not be considered to have terminated employment Executive’s separation from service for purposes of this Agreement and no payments Section 409A shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the CodeSeparation Date. In addition, for For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A so as not to subject Executive to the payment of additional taxes and interest under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated, and administered, and payments hereunder reported, in a manner consistent with these intentions. To the extent that any reimbursable expenses hereunder are deemed to constitute compensation to Executive, such expenses shall be paid or reimbursed promptly, but not later than by December 31 of the Code year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s right to reimbursement of any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code such expenses shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein subject to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent liquidation or exchange for any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathother benefit.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an "involuntary" separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (1) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii2) is any portion of the Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (and would have been payable upon Executive’s separation from service and (iiiduring the Initial Payment Period but for the Limit) under shall be paid, with Interest, on the terms first business day of this Agreement would be payable prior to the first calendar month that begins after the six-month anniversary of Executive’s separation Separation from service, such payment Service and (3) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable after the Initial Payment Period shall be delayed until paid at the earlier to occur times set forth in Section 1(d)(i). For purposes of (Athis Section 8A.(f), “Interest” shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) the six-month anniversary of the separation Code, from service or (B) the date on which payment would otherwise have been made but for any required delay through the date of Executive’s deathpayment.

Section 409A of the Internal Revenue Code. a. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5: i. It is the intent intended that each installment of the parties that payments and benefits provided under this Agreement comply withSection 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; ii. If, or be exempt from, Section 409A as of the Code date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and iii. If, accordinglyas of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that he is bound, then: 1. Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permittedpermissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs; 2. Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or, with respect to payment after death, as soon as reasonably practicable and within the time limits permitted by Section 409A), and any remaining payments will be paid on their original schedule and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A. iv. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. b. All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be interpreted administered and administered consistent construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such intent. With respect reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbenefit.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code andInternal Revenue code of 1986, accordinglyas amended ("Section 409A"). Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and if necessary, any provision shall be held null and void, to the maximum extent permittedsuch provision (or part thereof) fails to comply with Section 409A or regulations thereunder. The University and Xx. Xxxxx agree that, for purposes of limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be interpreted treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and administered consistent with such intentthe exclusion from Section 409A for certain short-term deferral amounts. With respect to expenses eligible for reimbursement The University and Xx. Xxxxx also agree that any amounts payable solely on account of an involuntary separation from service of Xx. Xxxxx within the meaning of Section 409A shall be excludable from requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (2) the amount of expenses eligible for reimbursement, or in- kind benefits to be provided, in any other calendar year, (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the related expenses were expense is incurred, except, in each case, to the extent that and (4) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not be liquidated subject to liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. A. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not result in unfavorable tax consequences to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties Executive under Section 409A of the Code, and the regulations and guidance promulgated thereunder. All benefits and compensation payable under this Agreement shall be provided in a manner that complies with, or is exempt from, Section 409A. B. Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to with the Company only when Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred incurs a “separation from service” from with the Company, as defined in Treasury Regulation Section 1.409A-1(h). C. With respect to the Company’s reimbursement obligations or provision of in-kind benefits under Sections 6(C), 6(E) and 6(H) hereof, or such similar reimbursements or in-kind benefits payable under this Agreement (including the provision of Benefits to Executive): (i) in no event shall any such reimbursements or in-kind benefits be paid or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. Any Tax Gross-Up to be paid by the Company under Section 11 shall be made by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes. The Tax Gross-Up shall be paid in a manner that complies with Treasury Regulation Section 1.409A-(3)(i)(1)(v). Interest and penalties with respect to any Tax Gross-Up shall be payable only to the extent permitted under Treasury Regulation Section 1.409A-3(i)(1)(v). To the extent required by Section 409A, any Tax Gross-Up made with respect to any payment that is non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) which is subject to Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of payable only upon Executive’s Separation from Service and subject to Section 409A of the 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. 15(E). E. Notwithstanding anything contained herein to the contrarycontrary herein, if Executive is a “specified employee,” (as defined determined under the Company’s Specified Employee Policy, or, in Section 409A the absence of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensationsuch policy, within the meaning of Section 409A(a)(2)(B)(i)), any non-exempt “nonqualified deferred compensation” amounts (or benefits) that are subject to Section 409A and payable to or in respect of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of Executive pursuant to this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (Aearliest date permitted by Section 409A(a)(2) the six-month anniversary of the separation Code. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from service time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or (B) take such other actions as the date Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of Executive’s deaththe Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code andand the regulations and guidance issued thereunder (“Section 409A”), accordingly, to and the maximum extent permitted, provisions of this Agreement shall be interpreted construed and administered consistent in accordance with such intent. With respect To the extent any potential payments or benefits could become subject to expenses eligible Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as it deems appropriate, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A. (b) No payments or benefits provided herein that are paid because of a termination of employment under circumstances described herein shall be paid, unless such termination of employment also constitutes a “separation from service” within the meaning of Section 409A. (c) If Executive is a “specified employee,” any payments payable as a result of Executive’s termination of employment (other than as a result of death) shall not be payable before the earlier of (i) the first business day that is more than six months after Executive’s Termination Date, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or its Corporate Personnel Committee, or by operation of law or such regulation. (d) No acceleration of payments and benefits provided for reimbursement in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (e) To the extent that the amounts payable under Article II are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the terms deferral of this Agreement: compensation. If they do constitute deferral of compensation governed by Section 409A, they shall be deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (i) the amount of such expenses eligible for reimbursement in any or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in another any other taxable year; and , (ii) any reimbursements the reimbursement of such expenses shall an eligible expense must be made no later than on or before the end last day of the calendar Executive’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that expense was incurred and (iii) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. (a) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such termination, the Executive would receive any payment that, absent the application of this Section 8.17, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) 6 months after the Executive’s termination date, (2) the Executive’s death, or (3) such other date as will cause such payment not to be subject to such interest and additional tax. (b) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code and(“409A”). To the extent such potential payments or benefits could become subject to such Section, accordinglythe parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (c) Except as otherwise provided under this Agreement, all reimbursements to the maximum extent permitted, this Agreement Executive shall be interpreted paid as promptly as practical and administered consistent with such intent. With respect to in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement under the terms of this Agreement: (i) during any calendar year will not affect the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable other calendar year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, . With respect to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In additionAgreement, for purposes of this Agreement409A, each amount to severance payment and COBRA continuation reimbursement payment will be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as considered one of a series of separate identified payment for purposes of Section 409A of payments, and the 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 Executive’s termination date will be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and as defined under 409A. (iiid) Amounts payable under the terms of this Agreement would be payable prior to following the six-month anniversary of Executive’s separation from servicetermination of employment, other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical after such payment shall be delayed until a termination of employment and, in any event, within 2 1/2 months after the earlier to occur of (A) the six-month anniversary end of the separation from service or (B) the date of Executive’s deathyear in which employment terminates.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of Section 409A and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Contractor by Section 409A or damages for failing to comply with Section 409A. A termination of the parties Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Contractor’s “separation from service” Contractor is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Contractor’s “separation from service”. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Contractor shall in no event be paid later than the end of the calendar year next following the calendar year in which Contractor incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement comply with, shall not be subject to liquidation or be exempt from, Section 409A exchange for another benefit and the amount of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredreimbursement, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot benefits to be liquidated or exchanged for provided, respectively, in any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxable year.

Section 409A of the Internal Revenue Code. It (a) Notwithstanding anything to the contrary in the foregoing, but to the extent not specified previously above, if an amount hereunder is subject to, and not exempt from, Section 409A and the Executive is a Specified Employee on the date of separation from service, the Executive shall not receive a distribution due to separation from service before the date which is the intent later of (i) eighteen (18) months following _____ [Date of Execution of Amendment & Restatement of the parties that Agreement] or (ii) six months after the date of separation from service, or, if earlier, the Executive’s death after separation from service. In the event a distribution must be deferred, the first payment shall include an amount equal to the sum of the payments and which would have been paid to the Executive but for the payment deferral mandated pursuant to Section 409A(a)(2)(B)(i) of the Code on the first day of the month following the mandated deferral period. In no event will the mandatory deferral period extend beyond a death after separation from service. (b) Any reimbursement of expenses or in-kind benefits provided under this Agreement comply withsubject to, or be and not exempt from, Section 409A of the Code and, accordingly, shall be subject to the maximum extent permitted, this Agreement following additional rules: (a) any reimbursement of eligible expenses shall be interpreted paid as they are incurred (but not prior to the end of the six-month delay period set forth above, if applicable) and administered consistent with such intent. With respect to shall always be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expenses eligible for reimbursement under were incurred; provided that the terms of this Agreement: (i) the amount Executive first provides documentation of such expenses eligible for reimbursement in any taxable year shall reasonable detail not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than sixty (60) days following the end of the calendar year following the calendar year in which the related eligible expenses were incurred; (b) the amount of expenses eligible for reimbursement, exceptor in-kind benefits provided, in each caseduring any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to the extent that be provided, during any other calendar year; and (c) the right to reimbursement does or in-kind benefits shall not provide be subject to liquidation or exchange for a “deferral another benefit. (c) To the extent applicable, it is intended that this Agreement and any deferrals of compensation” within compensation made hereunder comply with the meaning provisions of Section 409A of the Code. In additionThis Agreement and any deferrals or compensation made hereunder shall be administrated in a manner consistent with this intent, Executive’s right and any provisions that would cause this Agreement or any benefit hereunder to reimbursement fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A (or in-kind benefits) cannot which amendment may be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, retroactive to the extent required permitted by Section 409A). Any reference in this Agreement to avoid accelerated taxation or tax penalties under Section 409A will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from Treasury or the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathInternal Revenue Service.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Contractor by Section 409A or damages for failing to comply with Section 409A. A termination of the parties Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A and, at the time of Contractor’s “separation from service” Contractor is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Contractor’s “separation from service”. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Contractor shall in no event be paid later than the end of the calendar year next following the calendar year in which Contractor incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement comply with, shall not be subject to liquidation or be exempt from, Section 409A exchange for another benefit and the amount of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredreimbursement, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot benefits to be liquidated or exchanged for provided, respectively, in any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxable year.

Section 409A of the Internal Revenue Code. (a) Anything in this Agreement to the contrary notwithstanding, if (i) on the date of the Executive’s Separation from Service, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (ii) as a result of such Separation from Service, the Executive would receive any payment of non-qualified deferred compensation that, absent the application of this Section 8.18, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Code Section 409A(a)(2)(B)(i) (pertaining to “specified employees”), then no such payment shall be payable prior to the date that is the earliest of (1) six months after the date of Executive’s Separation from Service, (2) the Executive’s death, or (3) such other date as will cause such payment not to be subject to such interest and additional tax. (b) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code and(“Section 409A”). To the extent such potential payments or benefits could become subject to such Section, accordinglythe parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (c) Except as otherwise provided under this Agreement, all reimbursements to the maximum extent permitted, this Agreement Executive shall be interpreted paid as promptly as practical and administered consistent with such intent. With respect to in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement under the terms of this Agreement: (i) during any calendar year will not affect the amount of such expenses eligible for reimbursement in any taxable year shall not affect other calendar year. With respect to payments under this Agreement, for purposes of Section 409A, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. Amounts payable under this Agreement following the expenses eligible for reimbursement Executive’s Separation from Service, other than those payable at a specified time (or pursuant to a fixed schedule) within the meaning of Code Section 409A(a)(2)(A)(iv), will be paid as promptly as practical after Separation from Service and, in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than event, within 2½ months after the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathService occurs.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C), 6(E) and 6(F) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not result in unfavorable tax consequences to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties Executive under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement and no payments shall be due interpreted as to so comply. Notwithstanding anything to the contrary herein, the Company and Executive under agree to the provisions set forth in this Agreement that are payable upon Executive’s termination Section 15 in order to comply with the requirements of employment until Section 409A. A. If Executive would be considered to have incurred is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A 409A) with respect to the Company, any non-qualified deferred compensation otherwise payable to or in respect of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive in connection with Executive’s Termination pursuant to this Agreement shall be construed delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a separate identified payment “short-term deferral” for purposes of Section 409A of the 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. Notwithstanding anything contained herein 409A. C. With respect to the contraryCompany’s reimbursement and tax gross-up obligations under Sections 7(C) and 7(E) hereof, if Executive is a “specified employee,” as defined in Section 409A of no event shall any such reimbursements or gross-up payments be made later than the Code, as of the date last day of Executive’s separation from servicetaxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, then as applicable. D. The provision of Benefits to Executive following Termination hereunder shall be subject to the extent any amount payable under this Agreement (iprovisions of Treasury Regulation 1.409A-3(i)1(iv)(A) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under B). E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the terms of this Agreement would Company be payable prior responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier any failure to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.comply with Section 409A.

Section 409A of the Internal Revenue Code. It is Notwithstanding any provision to the intent of the parties that payments and benefits contrary in this Agreement, no payment or distribution under this Agreement comply with, or be exempt from, that constitutes an item of deferred compensation under Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), to the maximum extent permitted, this Agreement shall be interpreted and administered consistent becomes payable by reason of Executive’s Separation of employment with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall each Employer will be made no later than the end to Executive unless Executive’s Separation of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for employment constitutes a “deferral of compensationseparation from service” within (as the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties term is defined in Treasury Regulations issued under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code). In addition, for For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein Code. It is intended that are due within this Agreement shall comply with the “short term deferral period” as defined in provisions of Section 409A of the Code shall and the Treasury Regulations relating thereto so as not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to subject Executive to the contrary, if Executive is a “specified employee,” as defined in payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, as the Agreement shall be interpreted, operated, and administered, and payments hereunder reported, in a manner consistent with these intentions. To the extent that any reimbursable expenses hereunder are deemed to constitute compensation to Executive, such expenses shall be paid or reimbursed promptly, but not later than by December 31 of the date year following the year in which such expenses were incurred. The amount of such expenses eligible for reimbursement in one calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year, and Executive’s separation from service, then right to the extent reimbursement of any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would such expenses shall not be payable prior subject to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service liquidation or (B) the date of Executive’s deathexchange for any other benefit.

Section 409A of the Internal Revenue Code. It Notwithstanding anything herein to the contrary, this Employment Agreement is intended to be interpreted and operated so that the intent of the parties that payments and benefits under set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of such provision; provided, however, that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. The Executive hereby acknowledges and agrees that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement comply with, or be exempt from, under Code Section 409A and the corresponding provisions of any applicable state income tax laws. Specifically, the Code and, accordingly, to the maximum extent permitted, this Agreement parties agree as follows: 9.2.1 Each severance payment shall be interpreted treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses no severance payment shall be made no paid later than the end last day of the calendar second taxable year of the Executive following the calendar taxable year of the Executive’s “separation from service” as defined in which the related expenses were incurred, except, in each case, to Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that the right to reimbursement does not provide for any severance payment constitutes a “deferral of compensation” within the meaning of subject to Code Section 409A (a “409A Payment”), then, (A) in the event that a termination of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canemployment does not be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to constitute a Separation From Service, such 409A Payment shall begin at such time as the contraryExecutive has otherwise experienced such a Separation from Service, to and the extent required to avoid accelerated taxation or tax penalties under Section 409A date of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments such Separation from Service shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount deemed to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment his Termination Date for purposes of Section 409A 5 hereof, and (B) if on the date of the Code and any payments described herein that are due within Executive’s Separation from Service, 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. 9.2.2 With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to Code Section 409A (as determined by the Company in its sole discretion), each of the following (1) no reimbursement of expenses incurred by Executive during any taxable year shall be made after the last day of the following taxable year of Executive, (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to Executive in any other taxable year, and (3) the right to reimbursement of such expenses or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 9.2.3 To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the Code, as and the Treasury Regulations and other guidance issued thereunder. 9.2.4 Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make any deductions for money or property that the Executive owes to the Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of the date Executive, from amounts that constitute deferred compensation for purposes of Code Section 409A. 9.2.5 The Executive’s separation from serviceright to any deferred compensation, then as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, to the extent any amount payable necessary to avoid tax, penalties and/or interest under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. It is the intent of the parties that 19.1 Certain payments and benefits payable under this Agreement are intended to comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In additionThis Agreement shall be interpreted in accordance with the applicable requirements of, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or paymentand exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding anything contained herein to the contrary, to To the extent required the payments and benefits under this Agreement are subject to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be interpreted, construed as and administered in a separate identified payment for purposes manner that satisfies the requirements of Section 409A Sections 409A(a)(2), (3) and (4) of the Code Code, the Treasury Regulations thereunder and any applicable transitional relief or other authority thereunder. If the Company and Employee determine that any compensation, benefits or other payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall payable under this Agreement do not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, the Company and Employee agree to amend this Agreement, or take such other actions as of the date of Executive’s separation from serviceCompany and the Employee deem reasonably necessary or appropriate, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred cause such compensation, within benefits and other payments to comply with the meaning requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments, to the extent such provision would cause a failure to comply and such provision shall otherwise remain in full force and effect. 19.2 This Agreement is not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the benefits provided pursuant to this Agreement shall be paid not later than the later of: (i) the fifteenth day of the third month following Employee’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is payable upon Executive’s separation from service no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and (iii) under the terms Treasury Regulation Section 1.409A- 1(b)(4). For purposes of this Agreement would be payable prior to Section 6.C, “substantial risk of forfeiture” shall have the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.meaning set forth in Treasury Regulation Section 1.409A-1(d). 8

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, Section 409A of the Code and, accordingly, subject to the maximum extent permittedadditional tax imposed pursuant to Section 409A, and the provisions of this Agreement shall be interpreted construed and administered consistent in accordance with such intent. With respect To the extent any potential payments or benefits could become subject to expenses eligible Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as it deems appropriate, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A. (b) If Executive is a “specified employee,” any payments payable as a result of Executive’s termination of employment (other than as a result of death) shall not be payable before the earlier of (i) the first business day that is more than six months after Executive’s Termination Date, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or the Committee, or by operation of law or such regulation. (c) No acceleration of payments and benefits provided for reimbursement in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (d) To the extent that the amounts payable under Article IV are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the terms deferral of this Agreement: compensation. If they do constitute deferral of compensation governed by Section 409A, they shall be deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (i) the amount of such expenses eligible for reimbursement in any or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in another any other taxable year; and , (ii) any reimbursements the reimbursement of such expenses shall an eligible expense must be made no later than on or before the end last day of the calendar Executive’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that expense was incurred and (iii) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent intended that all of the parties that benefits and payments and benefits under this Amended Letter Agreement comply withsatisfy, or be exempt fromto the greatest extent possible, the exemptions from the application of Internal Revenue Code (“Code”) Section 409A provided under Treasury Regulations 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and this Amended Letter Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Amended Letter Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of the Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), your right to receive any installment payments under this Amended Letter Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, to the maximum extent permitted, this Agreement shall each installment payment hereunder will at all times be interpreted considered a separate and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or distinct payment. Notwithstanding anything contained herein any provision to the contrarycontrary in this letter, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that if you are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from deemed by the Company within at the meaning time of Section 409A of the Code. In addition, for purposes of this Agreement, each amount your Separation from Service to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in for purposes of Code Section 409A 409A(a)(2)(B)(i), and if any of the Codepayments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, as then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the date of Executive’s separation payments upon a Separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall Service will be delayed until as follows: on the earlier to occur of (Ai) the six-month anniversary date that is six months and one day after the effective date of the separation your Separation from service or Service, and (Bii) the date of Executive’s deathyour death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intentas amended (“Section 409A”). With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to To the extent that the right any payment or benefit pursuant to reimbursement does not provide for this Agreement constitutes a “deferral of compensation” within the meaning of subject to Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein after taking into account to the contrary, to the maximum extent required to avoid accelerated taxation or tax penalties under Section possible any applicable exemptions) (a “409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are Payment”) treated as payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from , then, if on the Company within the meaning of Section 409A date of the Code. In additionExecutive’s separation from service, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in under Section 409A), then to the extent required for the Executive not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made to the Executive sooner than the earlier of the Code, as of the date of (a) six (6) months after Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service ; or (Bb) the date of Executive’s death.. Should this Section 6 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to Executive by the Company during such delay period at Executive’s expense. Should this Section 8 result in payments or benefits to Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 8, as well as reimbursement of the amount Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump-sum on the 409A Payment Date without interest. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It is In the intent event that the Employer determines that any of the parties that payments and benefits payable under this Agreement would violate Section 409A, then the Employer and the Executive shall, in good faith, agree to implement adjustments needed to comply withwith Section 409A. Additionally, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, notwithstanding anything contained in this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is deemed by the Employer at the time of Executive’s “separation from service” to be a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, each within the meaning of Section 409A, any compensation or benefits to which Executive becomes entitled under this Agreement (or any agreement or plan referenced in this Agreement) in connection with such separation that are subject to Section 409A shall not be made or commence until the date which is six (6) months after Executive’s “separation from service” (or, if earlier, Executive’s death). Such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the Codeapplicable deferral period, any compensation or benefits which would have otherwise been paid during that period (iiwhether in a single lump sum or in installments) is payable upon in the absence of this Section 10 shall be paid to Executive or Executive’s separation from service and (iii) under beneficiary in one lump sum. To the terms extent that any provision of this Agreement would is ambiguous as to its exemption or compliance with Section 409A, the provision will be payable prior read in such a manner so that such payments hereunder are exempt from Section 409A to the sixmaximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any nonqualified deferred compensation subject to Section 409A payable to Executive hereunder could be paid in one or more taxable years depending upon Executive completing certain employment-month anniversary related actions (such as resigning after a failure to cure a Good Reason event and/or returning an effective release), then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (ASection 1.409A-2(b)(2) the six-month anniversary of the separation from service or (B) the date of Executive’s deathU.S. Treasury Regulations.

Section 409A of the Internal Revenue Code. It This Agreement is intended to comply with the intent requirements of Section 409A of the parties that Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments and benefits under to Executive pursuant to this Agreement comply with, or are also intended to be exempt from, from Section 409A of the Code and, accordingly, to the maximum extent permittedpossible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this Agreement purpose each payment shall be interpreted and administered consistent with such intentconstitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). With respect to expenses eligible for reimbursement under In the event the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end Agreement would subject Executive to taxes or penalties under Section 409A of the calendar year following Code (“409A Penalties”), the calendar year in which Company and Executive shall cooperate diligently to amend the related expenses were incurred, except, in each caseterms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the right Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to reimbursement does not provide for a Executive’s “deferral termination of compensationemployment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of provision in this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of if the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement to Executive (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (Aa) the first business day following the six-month anniversary of the separation from service or and (Bb) the date of Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive in accordance with such policy, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for any other benefit.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under (a) Notwithstanding anything contained in this Agreement comply with, or be exempt from, Section 409A of to the Code and, accordinglycontrary, to the maximum extent permittedpermitted by applicable law, this Agreement shall be interpreted and administered consistent with such intent. With respect amounts payable to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Executive pursuant to Section 4 are intended to be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral) or Treas. Reg. § 1.409A-1(b)(9) (involuntary separation pay) or any other applicable exemption under Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive No amounts payable under this Agreement that are payable upon the Executive’s termination of employment until Executive would shall be considered to have incurred payable unless the Executive’s termination of employment constitutes a “separation from service” from the Company within the meaning of Treas. Reg. § 1.409A-1(h) (a “Separation from Service”). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall be consistent with the foregoing exemptions under, or comply with, Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). In addition, for purposes If any provision of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes does not satisfy the requirements of Section 409A of 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. (b) If the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in Section 409A of the Code), as of determined by the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Company in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 8(b) shall be paid or distributed to the Executive in a lump sum on the earlier of (i) the date that is six (6)-months following the Executive’s Separation from Service, (ii) is payable upon the date of the Executive’s separation from service and death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the terms Agreement shall be paid as otherwise provided herein. (c) If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company and the Executive shall amend this Agreement, or take such other actions as the Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. In no event whatsoever shall the Company be payable prior liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the six-month anniversary Executive in connection with this Agreement is guaranteed. Neither the Company nor any of Executive’s separation its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from serviceany or all such taxes, such interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be delayed until made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the earlier to occur of (A) the six-month anniversary Department of the separation from service or (B) the date of Executive’s death.Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 15 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 7(C) and 7(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. [The Tax Gross-Up payment, if any, provided under Section 12 shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(v), including that such Tax Gross-Up shall be paid by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the relevant taxing authority.] E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the in a manner so that any amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses or benefit payable hereunder shall be made no later than paid or provided in a manner that is either exempt from or compliant with the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of requirements Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or paymentCode and applicable advice and regulations issued thereunder. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each any amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and any payments described herein that are due within would otherwise be payable or distributable under the “short term deferral period” as defined in Section 409A Agreement by reason of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contraryoccurrence of a Change in Control, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of or Executive’s separation from service, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), 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. Also, to the extent that the time and/or form of payment of any non-exempt “deferred compensation” would change based on whether or not a Change in Control has occurred, the time and form of payment shall not change unless the circumstances giving rise to such Change in Control meet any description or definition of “change in control event” in Section 409A of the Code and applicable regulations. This provision does not prohibit the vesting of any amount upon a Change in Control or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the next earliest payment or distribution date or event specified in the Agreement that is permissible under Section 409A. Whenever in this Agreement the provision of a payment or benefit is conditioned on Executive’s execution and non-revocation of a release of claims, such release must be executed, and all revocation periods shall have expired, within 60 days after the date of termination of Executive’s employment, but the Company may elect to commence payment at any time during such 60-day period. If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which she is a “specified employee” (as defined in Code Section 409A and applicable regulations), then payment or commencement of such non-exempt amounts or benefits shall be delayed until the earlier to occur of (A) the six-month anniversary of the Executive’s death or the first day of the seventh month following the Executive’s separation from service or (B) service.” Except as expressly amended hereby, the date terms of Executive’s deaththe Agreement shall be and remain unchanged and the Agreement as amended hereby shall remain in full force and effect.

Section 409A of the Internal Revenue Code. It (a) This Agreement is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not intended to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for constitute a “deferral of compensationnonqualified deferred compensation plan” within the meaning of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). In addition, It is intended that any amounts payable under this Agreement and the Company’s and Executive’s right to reimbursement (exercise of authority or in-kind benefits) cannot be liquidated discretion hereunder shall comply with and avoid the imputation of any tax, penalty or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties interest under Section 409A of the Code, . This Agreement shall be construed and interpreted DocuSign Envelope ID: CF1D90AF-89BF-4287-8BDE-291E6980E8A2 consistent with that intent. In no event shall the Company be required to pay Executive shall not be considered any “gross-up” or other payment with respect to have terminated employment for any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. (b) For purposes of this Agreement and no payments shall be due to Agreement, a “Separation from Service” occurs when Executive under this Agreement that are payable upon Executive’s dies, retires or otherwise has a termination of employment until Executive would be considered to have incurred with the Company that constitutes a “separation from service” from the Company within the meaning of Treasury Regulation Section 409A of the Code. In addition1.409A-1(h)(1), for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein without regard to the contrary, if optional alternative definitions available thereunder. (c) If Executive is a “specified employee,” as defined in within the meaning of Treasury Regulation Section 409A of the Code, 1.409A-1(i) as of the date of Executive’s separation Separation from serviceService, then Executive shall not be entitled to any payment or benefit pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until the extent any amount payable under this Agreement earlier of (i) constitutes the payment of nonqualified deferred compensationdate which is six (6) months after his Separation from Service for any reason other than death, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 5(c) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (d) To the extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment contemplated by this paragraph, and any reimbursement payment due to Executive pursuant to such provision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Such reimbursement obligations pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable year. (e) The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guaranty any particular tax effect. In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of any benefit to Executive hereunder being subject to Section 409A, provided that Executive shall, if requested, reimburse the Company for any incremental costs (other than incidental costs) associated with taking such steps. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. DocuSign Envelope ID: CF1D90AF-89BF-4287-8BDE-291E6980E8A2 (f) Neither the Company nor 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. (g) For purposes of Section 409A, Executive’s right to receive any “installment” payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 13 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(F) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It a. This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent permittedpossible. For purposes of Section 409A, each installment payment provided under this Agreement shall be interpreted treated as a separate payment. The parties hereby acknowledge that all payments under this Agreement are being made in connection with a termination of employment constituting a “separation from service” under Section 409A. b. Notwithstanding any other provision of this Agreement, because the Executive is a “specified employee” as determined in accordance with Section 409A, all payments and administered consistent benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to the Executive on account of the Executive’s separation from service (it being understood and agreed by the Parties that the Separation Pay does not constitute “nonqualified deferred compensation” within the meaning of Section 409A) shall not be paid until the first date following the six month anniversary of the Separation Date (the “Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six month period shall be paid in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with such intenttheir original schedule. With respect If the Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to the Executive’s estate in a lump sum within 10 days after the Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: i. the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable reimbursement, or in-kind benefits provided, during each calendar year shall cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; ii. any reimbursement in another taxable year; and (ii) any reimbursements of such expenses an eligible expense shall be made no later than paid to the end Executive on or before the last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except, in each case, to the extent that the ; and iii. any right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (reimbursements or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties benefits under Section 409A of the Code, Executive this Agreement shall not be considered subject to have terminated employment liquidation or exchange for purposes another benefit. d. Neither ASB nor HEI (nor any of this Agreement and no payments shall be due to Executive under this Agreement their respective affiliates) makes any representation that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A any or all of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in will be exempt from or comply with Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein and makes no undertaking to the contrary, if Executive is a “specified employee,” as defined in preclude Section 409A of the Code, as of the date of Executive’s separation from service, then applying to the extent any amount payable under this Agreement (i) constitutes such payments. Executive understands and agrees that Executive shall be solely responsible for the payment of nonqualified deferred compensationany taxes, within the meaning penalties, interest or other expenses incurred by Executive on account of non-compliance with Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. It (a) Notwithstanding anything to the contrary in the foregoing, but to the extent not specified previously above, if an amount hereunder is subject to, and not exempt from, Section 409A and the Executive is a Specified Employee on the date of separation from service, the Executive shall not receive a distribution due to separation from service before the date which is the intent later of (i) eighteen (18) months following August 6, 2011 or (ii) six months after the date of separation from service, or, if earlier, the Executive’s death after separation from service. In the event a distribution must be deferred, the first payment shall include an amount equal to the sum of the parties that payments and which would have been paid to the Executive but for the payment deferral mandated pursuant to Section 409A(a)(2)(B)(i) of the Code on the first day of the month following the mandated deferral period. In no event will the mandatory deferral period extend beyond a death after separation from service. (b) Any reimbursement of expenses or in-kind benefits provided under this Agreement comply withsubject to, or be and not exempt from, Section 409A of the Code and, accordingly, shall be subject to the maximum extent permitted, this Agreement following additional rules: (a) any reimbursement of eligible expenses shall be interpreted paid as they are incurred (but not prior to the end of the six-month delay period set forth above, if applicable) and administered consistent with such intent. With respect to shall always be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expenses eligible for reimbursement under were incurred; provided that the terms of this Agreement: (i) the amount Executive first provides documentation of such expenses eligible for reimbursement in any taxable year shall reasonable detail not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than sixty (60) days following the end of the calendar year following the calendar year in which the related eligible expenses were incurred; (b) the amount of expenses eligible for reimbursement, exceptor in-kind benefits provided, in each caseduring any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to the extent that be provided, during any other calendar year; and (c) the right to reimbursement does or in-kind benefits shall not provide be subject to liquidation or exchange for a “deferral another benefit. (c) To the extent applicable, it is intended that this Agreement and any deferrals of compensation” within compensation made hereunder comply with the meaning provisions of Section 409A of the Code. In additionThis Agreement and any deferrals or compensation made hereunder shall be administrated in a manner consistent with this intent, Executive’s right and any provisions that would cause this Agreement or any benefit hereunder to reimbursement fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A (or in-kind benefits) cannot which amendment may be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, retroactive to the extent required permitted by Section 409A). Any reference in this Agreement to avoid accelerated taxation or tax penalties under Section 409A will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from Treasury or the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathInternal Revenue Service.

Section 409A of the Internal Revenue Code. Subject to the provisions in this Section 11, any severance payments or benefits under this letter will begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you under this letter. (a) It is the intent intended that each installment of the parties that severance payments and benefits provided under this Agreement comply with, or letter shall be exempt from, treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code andand the guidance issued thereunder (“Section 409A”). Neither you nor the Company will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (b) The determination of whether and when your separation from service from the Company has occurred shall be made and in a manner consistent with and based on the presumptions set forth in, accordinglyTreasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Internal Revenue Code. (c) If, as of the date of your separation from service from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits provided under this letter shall be made on the dates and terms set forth in this letter. (d) If, as of the date of your separation from service from the Company, you are a “specified employee” (within the meaning of Section 409A), then: (i) Each installment of the severance payments and benefits due under this letter that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when your separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permitted, this Agreement permissible under Section 409A and shall be interpreted paid on the dates and administered consistent terms set forth in this letter; and (ii) Each installment of the severance payments and benefits due under this letter that is not described in Section 11(d)(i) and that would, absent this subsection, be paid within the six-month period following your separation from service from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, your death), with any such intentinstallments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service and any subsequent installments, if any, being paid in accordance with the Tetraphase Pharmaceuticals, Inc. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments or benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). With respect Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of your second taxable year following the taxable year in which the separation from service occurs. (e) All reimbursements and in-kind benefits provided under this letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in your offer letter), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. benefit. (f) Notwithstanding anything contained herein to the contrary, the Company makes no representation or warranty and shall have no liability to you or to any other person if the payments and benefits provided in this letter are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.” 1.3 Exhibit A to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments Original Letter shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from supplemented by adding the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.following definition:

Section 409A of the Internal Revenue Code. It is (a) The parties intend that the intent provisions of the parties that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Employee to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Employee, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent permittedpracticable, this Agreement the original intent and economic benefit to Employee and the Company of the applicable provision shall be interpreted maintained, and administered consistent the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with such intent. With respect regard to expenses eligible for reimbursement under any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) Notwithstanding anything to the terms of contrary in this Agreement: (i) , if the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for Employee is a “deferral of compensationspecified employee” within the meaning of Section 409A as of the Code. In additionSeparation Date (other than due to death), Executive’s right then the severance payable to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for the Employee together with any other benefit severance payments or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties separation benefits that are considered deferred compensation under Section 409A of (together, the Code“Deferred Compensation Separation Benefits”), Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executivewithin the first six (6) months following the Employee’s termination of employment until Executive would be considered to have incurred a “separation from service” from will become payable on the Company within first payroll date that occurs on or after the meaning of Section 409A date six (6) months and one (1) day following the date of the CodeEmployee’s termination of employment. In additionAll subsequent Deferred Compensation Separation Benefits, for purposes of this Agreementif any, will be payable in accordance with the payment schedule applicable to each amount to be paid payment or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwisebenefit. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A the Employee dies following the Separation Date but prior to the six (6) month anniversary of the CodeEmployee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as of soon as administratively practicable after the date of Executivethe Employee’s separation from service, then death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to the extent any amount each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) constitutes above. (d) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the payment of nonqualified deferred compensation, within Treasury Regulations that do not exceed the meaning of Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Code, Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) is payable upon Executive’s separation from service and (iiithe maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) Code for the date of Executiveyear in which the Employee’s deathemployment is terminated.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under Notwithstanding anything contained in this Agreement comply with, or be exempt from, Section 409A of to the Code and, accordinglycontrary, to the maximum extent permittedpermitted by applicable law, this Agreement shall be interpreted and administered consistent with such intent. With respect amounts payable to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall Executive pursuant to Section 5 are intended to be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, reliance upon Treas. Reg.§ 1.409A-1(b)(4) (short-term deferral). If and only to the extent that any payment or benefit is determined to constitute nonqualified deferred compensation subject to Section 409A of the right to reimbursement does not provide for Internal Revenue Code of 1986, as amended (“Section 409A”), no amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “deferral separation from service” within the meaning of compensation” Treas. Reg. § 1.409A-1(h). Furthermore, if the Executive is a Specified Employee (as defined for purposes of Section 409A), with respect to any amount or benefit payable or due by reason of a separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six continuous month period following the date of the Executive’s separation from service, then in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the extent any amount payable under this Agreement (i) constitutes Executive in a lump-sum cash payment on the payment of nonqualified deferred compensation, within the meaning of Section 409A first day of the Code, (ii) is payable upon Executive’s separation from service and (iii) under seventh month following the terms date of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service. The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A, unless the direct result of the Company’s breach of its obligations hereunder. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be delayed until the earlier made in accordance with Treas. Reg. § l.409A-3(i)(l)(iv). With respect to occur of reimbursements or in-kind benefits provided under this Agreement: (Aa) the sixCompany will not provide for cash in lieu of a right to reimbursement or in-month anniversary kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the separation from service year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or (B) in-kind benefits provided, by the date Company in one year affect the amount of Executive’s death.expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Section 14 in order to comply with, or be exempt from, the requirements of Section 409A. (a) If Executive is a “specified employee” (as determined under the Company’s Specified Employee policy, or, in the absence of such policy, within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and payable to or in respect of Executive in connection with Executive’s Termination pursuant to this Agreement shall be interpreted and administered consistent delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. (b) All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such intent. payment’s treatment as a “short-term deferral” for purposes of Section 409A. (c) With respect to expenses eligible for the Company’s reimbursement obligations and provision of in-kind benefits under the terms Section 6(C) hereof, and provision of this Agreement: Benefits to Executive, (i) in no event shall any such reimbursements or gross-up payments be made later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, as applicable, (ii) the amount of such expenses eligible for reimbursement in any reimbursement, or in-kind benefits provided, during Executive’s taxable year shall may not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another any other taxable year; year of Executive, and (iiiii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefitsbenefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). (d) cannot The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be liquidated or exchanged responsible for any taxes, penalties, interest or other benefit losses or payment. Notwithstanding anything contained herein expenses incurred by the Executive due to any failure to comply with Section 409A. To the contraryextent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to the extent required to avoid accelerated taxation or tax penalties under comply with Section 409A 409A. If any provision of the CodeAgreement would cause such payments and benefits to fail to so comply, Executive such provision shall not be considered to have terminated employment for purposes of this Agreement effective and no payments shall be due null and void with respect to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In additionsuch payments or benefits, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement and such provision shall be construed as a separate identified payment for purposes of Section 409A of the Code otherwise remain in full force 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deatheffect.

Section 409A of the Internal Revenue Code. It is the intent of the parties (a) The Company intends that payments and benefits under income provided to Xxxxxxxxxx pursuant to this Agreement comply with, or will not be exempt from, subject to taxation under Section 409A of the Internal Revenue Code and(the “Code”) and the Treasury Regulations thereunder (collectively, accordingly, to the maximum extent permitted, “Section 409A”). The provisions of this Agreement shall be interpreted and administered consistent with construed in favor of satisfying any applicable requirements of Section 409A. If Xxxxxxxxxx or the Company believes, at any time, that any provision of this Agreement is subject to the tax under Section 409A, each shall advise the other and the Company and Xxxxxxxxxx shall reasonably cooperate in good faith to take such intent. With respect steps as are necessary and possible, including amending (and, as required, consenting to expenses eligible for reimbursement under the amendment of) the terms of any plan or program under which payments to Xxxxxxxxxx are to be made, including this Agreement: (i) , to avoid the amount imposition of such expenses eligible a tax under Section 409A, without a reduction in payments or diminution in benefits to Xxxxxxxxxx. However, the Company does not guarantee any particular tax effect for reimbursement in income provided to Xxxxxxxxxx pursuant to this Agreement. In any taxable year event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Xxxxxxxxxx, the Company shall not affect be responsible for the expenses eligible for reimbursement payment of any applicable taxes, penalties, interest, costs, fees, including attorneys fees, or other liability incurred by Employee in another taxable year; and connection with compensation paid or provided to Xxxxxxxxxx pursuant to this Agreement. (iib) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, Notwithstanding anything set forth herein to the extent that contrary, no amount payable pursuant to this Agreement on account of Xxxxxxxxxx’ termination of employment with the right to reimbursement does not provide for Company which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment paid unless and until Executive would be considered to have Xxxxxxxxxx has incurred a “separation from service” from within the Company meaning of Section 409A. Furthermore, if Xxxxxxxxxx is a “specified employee” within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s Xxxxxxxxxx’ separation from service, then no amount that constitutes a deferral of compensation which is payable on account of Xxxxxxxxxx’ separation from service shall be paid to Xxxxxxxxxx before the date (the “Delayed Payment Date”) which is the first business day of the seventh month after the date of Xxxxxxxxxx’ separation from service or, if earlier, the date of Xxxxxxxxxx’ death following such separation from service. All such amounts that would, but for this Section, become payable prior to the extent Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (c) It is the intent of the Company and Xxxxxxxxxx that any amount payable under this Agreement right of Georgiadis to receive installment payments hereunder shall, for all purposes of Section 409A, be treated as a right to a series of separate payments. (id) constitutes the payment With regard to any provision herein that provides for reimbursement of nonqualified deferred compensationcosts and expenses or in-kind benefits, within the meaning of except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits to be 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 deemed to 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 period the arrangement is payable upon Executive’s separation from service in effect, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment payments shall be delayed until made on or before the earlier to occur last day of (A) Xxxxxxxxxx’ taxable year following the six-month anniversary of taxable year in which the separation from service or (B) the date of Executive’s deathexpense occurred.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 15 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 7(C) and 7(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It (a) Notwithstanding anything to the contrary in the foregoing, but to the extent not specified previously above, if an amount hereunder is subject to, and not exempt from, Section 409A and the intent Executive is a Specified Employee on the date of separation from service, the Executive shall not receive a distribution due to separation from service before the date which is six months after the date of separation from service, or, if earlier, the Executive’s death after separation from service. If a distribution must be deferred, the first payment shall include an amount equal to the sum of the parties that payments and which would have been paid to the Executive but for the payment deferral mandated pursuant to Section 409A(a)(2)(B)(i) of the Code on the first day of the month following the mandated deferral period. In no event will the mandatory deferral period extend beyond a death after separation from service. (b) Any reimbursement of expenses or in-kind benefits provided under this Agreement comply withsubject to, or be and not exempt from, Section 409A of the Code and, accordingly, shall be subject to the maximum extent permitted, this Agreement following additional rules: (a) any reimbursement of eligible expenses shall be interpreted paid as they are incurred (but not prior to the end of the six-month delay period set forth above, if applicable) and administered consistent with such intent. With respect to shall always be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expenses eligible for reimbursement under were incurred; provided that the terms of this Agreement: (i) the amount Executive first provides documentation of such expenses eligible for reimbursement in any taxable year shall reasonable detail not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than sixty (60) days following the end of the calendar year following the calendar year in which the related eligible expenses were incurred; (b) the amount of expenses eligible for reimbursement, exceptor in-kind benefits provided, in each caseduring any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to the extent that be provided, during any other calendar year; and (c) the right to reimbursement does or in-kind benefits shall not provide be subject to liquidation or exchange for a “deferral another benefit. (c) To the extent applicable, it is intended that this Agreement and any deferrals of compensation” within compensation made hereunder comply with the meaning provisions of Section 409A of the Code. In additionThis Agreement and any deferrals or compensation made hereunder shall be administrated in a manner consistent with this intent, Executive’s right and any provisions that would cause this Agreement or any benefit hereunder to reimbursement fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A (or in-kind benefits) cannot which amendment may be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, retroactive to the extent required permitted by Section 409A). Any reference in this Agreement to avoid accelerated taxation or tax penalties under Section 409A will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to Section 409A by the U.S. Department of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from Treasury or the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathInternal Revenue Service.

Section 409A of the Internal Revenue Code. It (i) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (ii) Any amounts payable under this Agreement solely on account of an "involuntary" separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (iii) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (iv) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (v) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (vi) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (1) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii2) is any portion of the Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (and would have been payable upon Executive’s separation from service and (iiiduring the Initial Payment Period but for the Limit) under shall be paid, with Interest, on the terms first business day of this Agreement would be payable prior to the first calendar month that begins after the six-month anniversary of Executive’s separation Separation from service, such payment Service and (3) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable after the Initial Payment Period shall be delayed until paid at the earlier to occur times set forth in Section 1(d)(i). For purposes of (Athis Section 8A.(vi), “Interest” shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) the six-month anniversary of the separation Code, from service or (B) the date on which payment would otherwise have been made but for any required delay through the date of Executive’s deathpayment.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary LA\3090510.2 herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It Notwithstanding anything herein to the contrary, this Employment Agreement is intended to be interpreted and operated so that the intent of the parties that payments and benefits under set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of such provision; provided, however, that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. The Executive hereby acknowledges and agrees that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement comply with, or be exempt from, under Code Section 409A and the corresponding provisions of any applicable state income tax laws. Specifically, the Code and, accordingly, to the maximum extent permitted, this Agreement parties agree as follows: (a) Each severance payment shall be interpreted treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses no severance payment shall be made no paid later than the end last day of the calendar second taxable year of the Executive following the calendar taxable year of the Executive’s “separation from service” as defined in which the related expenses were incurred, except, in each case, to Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that the right to reimbursement does not provide for any severance payment constitutes a “deferral of compensation” within the meaning of subject to Code Section 409A (a “409A Payment”), then, (A) in the event that a termination of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canemployment does not be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to constitute a Separation From Service, such 409A Payment shall begin at such time as the contraryExecutive has otherwise experienced such a Separation from Service, to and the extent required to avoid accelerated taxation or tax penalties under Section 409A date of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments such Separation from Service shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount deemed to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment his Termination Date for purposes of Section 409A 5 hereof, and (B) if on the date of the Code and any payments described herein that are due within Executive’s Separation from Service, 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. (b) With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to Code Section 409A (as determined by the Company in its sole discretion), each of the following shall apply: (1) no reimbursement of expenses incurred by Executive during any taxable year shall be made after the last day of the following taxable year of Executive, (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to Executive in any other taxable year, and (3) the right to reimbursement of such expenses or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the Code, as and the Treasury Regulations and other guidance issued thereunder. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make any deductions for money or property that the Executive owes to the Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of the date Executive, from amounts that constitute deferred compensation for purposes of Code Section 409A. (e) The Executive’s separation from serviceright to any deferred compensation, then as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, to the extent any amount payable necessary to avoid tax, penalties and/or interest under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. It is This Agreement and the intent of the parties that payments and benefits under this Agreement comply with, or hereunder are intended to be exempt from, or to comply with, the requirements of Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permittedregulations and other administrative guidance issued thereunder (“Section 409A”), and this Agreement shall be interpreted and administered construed in a manner consistent with such intent. With respect to expenses eligible for reimbursement under If either party notifies the terms other in writing that, based on the advice of legal counsel, one or more of the provisions of this Agreement: Agreement contravenes any regulations or administrative guidance promulgated under Section 409A or causes any amounts to be subject to interest or penalties under Section 409A, the parties shall promptly and reasonably consult with each other (and with their legal counsel), and shall use their good faith efforts, to reform the provisions hereof to (a) maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (b) to the extent possible, to avoid the imposition of any tax, interest or other penalties under Section 409A upon Executive or the Company. Notwithstanding the foregoing, if this Agreement or any benefit paid to Executive hereunder is subject to Section 409A and if the Executive is a “specified employee” (as defined under Section 409A) as of the date of Executive’s separation from service hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period following the date of Executive’s separation from service shall not be paid until the earlier of (i) the amount date which is the first business day following the six-month anniversary of such expenses eligible Executive’s separation from service for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and reason other than death or (ii) Executive’s date of death (along with interest for the period of such delay at the then applicable borrowing rate of the Company as of the commencement of such delay). To the extent that any reimbursements of or in-kind benefits under this Agreement are subject to Section 409A, (a) any such expenses shall reimbursement will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except(b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in each caseany other calendar year (except as otherwise permitted under Section 409A), to the extent that and (c) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not subject to liquidation or exchange for another benefit. Any tax “gross-up” payment shall be liquidated or exchanged made no later than the last date permitted for any other benefit or payment. such payment under Section 409A. Notwithstanding anything contained herein to the contrary, to in no event shall the extent Company be required to avoid accelerated taxation pay Executive any “gross-up” or tax other payment with respect to any taxes or penalties imposed under Section 409A of the Code, Executive shall not be considered with respect to have terminated employment for purposes of this Agreement and no payments shall be due any benefit paid to Executive under this Agreement that are payable upon Executive’s termination hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or any benefit to be provided Executive hereunder being subject to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an "involuntary" separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (i) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary any portion of the separation from service or (B) the date of Executive’s death.Cash Severance

Section 409A of the Internal Revenue Code. It is the intent (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the parties that payments and benefits under this Agreement comply withCode. Accordingly, all provisions herein, or incorporated by reference, shall be exempt from, construed and interpreted to comply with Section 409A of the Code and, accordinglyCode, to the extent applicable, and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a ?separation from service? (as defined under Section 409A of the Code). In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permittedpermitted under section 409A of the Code, the cash severance payments payable under this Agreement are intended to comply with the ?short-term deferral exception? under Treas. Reg. section1.409A- 1(b)(4); provided, however, any amount payable to the Executive during the six (6) month period following the Executive?s termination date that does not qualify within such exception and is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the ?Excess Amount.? If at the time of the Executive?s termination of employment, the Company?s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Executive is a ?specified employee? (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company?s (or any successor thereto) ?specified employee? determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following the Executive?s termination date with the Company (or any successor thereto) for six (6) months following the Executive?s separation from service with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to the Executive within ten (10) days following the date that is six (6) months following the Executive?s separation from service with the Company (or any successor thereto). If the Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive?s estate within sixty (60) days after the Executive?s death. (c) All reimbursements provided under this Agreement shall be interpreted and administered consistent made or provided in accordance with such intent. With respect to the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive?s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year; year following the year in which the expense is incurred, and (iiiv) any reimbursements of such expenses the right to reimbursement is not subject to liquidation or exchange for another benefit. Any tax gross up payments to be made hereunder shall be made no not later than the end of the calendar Executive?s taxable year next following the calendar Executive?s taxable year in which the related expenses were incurred, except, in each case, taxes are remitted to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxing authority.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, 22.1 Notwithstanding anything to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of contrary in this Agreement: (i) , if the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for Employee is a “deferral of compensationspecified employee” within the meaning of Section 409A as of the Code. In additionSeparation Date (other than due to death), Executive’s right then the severance payable to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for the Employee together with any other benefit severance payments or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties separation benefits that are considered deferred compensation under Section 409A of (together, the Code“Deferred Compensation Separation Benefits”), Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executivewithin the first six (6) months following the Employee’s termination of employment until Executive would be considered to have incurred a “separation from service” from will become payable on the Company within first payroll date that occurs on or after the meaning of Section 409A date six (6) months and one (1) day following the date of the CodeEmployee’s termination of employment. In additionAll subsequent Deferred Compensation Separation Benefits, for purposes of this Agreementif any, will be payable in accordance with the payment schedule applicable to each amount to be paid payment or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwisebenefit. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A the Employee dies following the Separation Date but prior to the six (6) month anniversary of the CodeEmployee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as of soon as administratively practicable after the date of Executivethe Employee’s separation from service, then death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to the extent any amount each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 22.2 Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) constitutes above. # Exhibit 10.4 - Mxxxxxxxxx Sxxxxxxxx Agreement 6 22.3 Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the payment of nonqualified deferred compensation, within Treasury Regulations that do not exceed the meaning of Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) the Employee’s annualized compensation based upon the annual rate of pay paid to the Employee during the Company’s taxable year preceding the Company’s taxable year of the Code, Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) is payable upon Executive’s separation from service and (iiithe maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) Code for the date of Executiveyear in which the Employee’s deathemployment is terminated.

Section 409A of the Internal Revenue Code. It is This Agreement and the intent of the parties that payments and benefits under this Agreement comply with, or hereunder are intended to be exempt from, or to comply with, the requirements of Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permittedregulations and other administrative guidance issued thereunder (“Section 409A”), and this Agreement shall be interpreted and administered construed in a manner consistent with such intent. With respect to expenses eligible for reimbursement under If either party notifies the terms other in writing that, based on the advice of legal counsel, one or more of the provisions of this Agreement: Agreement contravenes any regulations or administrative guidance promulgated under Section 409A or causes any amounts to be subject to interest or penalties under Section 409A, the parties shall promptly and reasonably consult with each other (and with their legal counsel), and shall use their good faith efforts, to reform the provisions hereof to (a) maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (b) to the extent possible, to avoid the imposition of any tax, interest or other penalties under Section 409A upon Executive or the Company. Notwithstanding the foregoing, if this Agreement or any benefit paid to Executive hereunder is subject to Section 409A and if the Executive is a “specified employee” (as defined under Section 409A) as of the date of Executive’s separation from service hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period following the date of Executive’s separation from service shall not be paid until the earlier of (i) the amount date which is the first business day following the six-month anniversary of such expenses eligible Executive’s separation from service for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and reason other than death or (ii) Executive’s date of death (along with interest for the period of such delay at the then applicable borrowing rate of the Company as of the commencement of such delay). To the extent that any reimbursements of or in-kind benefits under this Agreement are subject to Section 409A, (a) any such expenses shall reimbursement will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were expense was incurred, except(b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in each caseany other calendar year (except as otherwise permitted under Section 409A), to the extent that and (c) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) canbenefits is not subject to liquidation or exchange for another benefit. Any tax “gross-up” payment shall be liquidated or exchanged made no later than the last date permitted for any other benefit or payment. such payment under Section 409A. Notwithstanding anything contained herein to the contrary, to in no event shall the extent Company be required to avoid accelerated taxation pay Executive any “gross-up” or tax other payment with respect to any taxes or penalties imposed under Section 409A of the Code, Executive shall not be considered with respect to have terminated employment for purposes of this Agreement and no payments shall be due any benefit paid to Executive under this Agreement that are payable upon Executive’s termination hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or any benefit to be provided Executive hereunder being subject to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A. [Signature Pages Follow]

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 14 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not result in unfavorable tax consequences to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties Executive under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement and no payments shall be due interpreted as to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered so comply. Notwithstanding anything to have incurred a “separation from service” from the contrary herein, the Company and Executive agree to the provisions set forth in this Section 15 in order to comply with the requirements of Section 409A. A. If Executive is a "specified employee" (within the meaning of Section 409A 409A) with respect to the Company, any non-qualified deferred compensation otherwise payable to or in respect of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive in connection with Executive’s Termination pursuant to this Agreement shall be construed delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a separate identified payment “short-term deferral” for purposes of Section 409A of the 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. Notwithstanding anything contained herein 409A. C. With respect to the contraryCompany’s reimbursement and tax gross-up obligations under Sections 7(C) and 7(E) hereof, if Executive is a “specified employee,” as defined in Section 409A of no event shall any such reimbursements or gross-up payments be made later than the Code, as of the date last day of Executive’s separation from servicetaxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, then as applicable. D. The provision of Benefits to Executive following Termination hereunder shall be subject to the extent any amount payable under this Agreement (iprovisions of Treasury Regulation 1.409A-3(i)1(iv)(A) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under B). E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the terms of this Agreement would Company be payable prior responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier any failure to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.comply with Section 409A.

Section 409A of the Internal Revenue Code. (a) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of the Executive’s Separation from Service, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)) and (B) as a result of such Separation from Service, the Executive would receive any payment of non-qualified deferred compensation that, absent the application of this Section 8.18, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Code Section 409A(a)(2)(B)(i) (pertaining to “specified employees”), then no such payment shall be payable prior to the date that is the earliest of (1) six months after the date of Executive’s Separation from Service, (2) the Executive’s death, or (3) such other date as will cause such payment not to be subject to such interest and additional tax. (b) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code and(“409A”). To the extent such potential payments or benefits could become subject to such Section, accordinglythe parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (c) Except as otherwise provided under this Agreement, all reimbursements to the maximum extent permitted, this Agreement Executive shall be interpreted paid as promptly as practical and administered consistent with such intent. With respect to in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement under the terms of this Agreement: (i) during any calendar year will not affect the amount of such expenses eligible for reimbursement in any taxable year shall not affect other calendar year. With respect to payments under this Agreement, for purposes of 409A, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. Amounts payable under this Agreement following the expenses eligible for reimbursement Executive’s Separation from Service, other than those payable at a specified time (or pursuant to a fixed schedule) within the meaning of Code Section 409A(a)(2)(A)(iv), will be paid as promptly as practical after Separation from Service and, in another taxable year; any event, within two and (ii) any reimbursements of such expenses shall be made no later than one-half months after the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathService occurs.

Section 409A of the Internal Revenue Code. It This Award is the intent of the parties that payments and benefits under this Agreement intended to comply with, or be exempt from, with Section 409A of the Internal Revenue Code and, accordingly, to and the maximum extent permitted, this Agreement shall be interpreted Treasury Regulations and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: other guidance promulgated or issued thereunder (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case“Section 409A”), to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. Notwithstanding the foregoing, the Company does not make any representation to the Participant that the RSUs awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant for any tax, additional tax, interest or penalties that the Participant may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the Code. In addition, Executive’s right to reimbursement (requirements of Section 409A. Notwithstanding any provision in the Plan or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein this Agreement to the contrary, to the extent required to avoid accelerated taxation or tax penalties it is determined that any payments under this Agreement constitute “deferred compensation” under Section 409A of that is payable on the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon ExecutiveParticipant’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” (as defined in Section 409A of 409A), and that the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive Participant is a “specified employee,” as such term is defined in Section section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under section 409A of the Code, as the timing of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment payments shall be delayed until the earlier to occur of (A) six months and one day after the six-month anniversary of the Participant’s separation from service or (B) the date of Executivethe Participant’s death, at which time the Company shall issue to the Participant all shares that the Participant would have otherwise received through the delayed payment date. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Participant is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Section 409A of the Internal Revenue Code. It is This Program, the intent of the parties that payments Plan and benefits under this Agreement any Award granted hereunder are intended to comply with, with or be exempt from, from the requirements of Section 409A of the Internal Revenue Code and(“Section 409A of the Code”), accordinglyand the provisions of this Program, to the maximum extent permitted, this Agreement Plan and any Award granted hereunder shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under in a manner that satisfies the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In additionIf any provision of this Program or the Plan or any term or condition of any Award granted hereunder would otherwise frustrate or conflict with this intent, Executive’s right the provision or the term or condition shall be interpreted and deemed amended so as to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or paymentavoid this conflict. Notwithstanding anything contained herein in the Plan to the contrary, if the Committee considers a Participant to the extent required to avoid accelerated taxation or tax penalties be a “specified employee” under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes Code at the time of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executivesuch Participant’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” (as defined in Section 409A of the Code), as of the date of Executive’s separation from service, then to the extent and any amount payable under this Agreement (i) constitutes the payment of nonqualified hereunder is “deferred compensation, within the meaning of ” subject to Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms any distribution of this Agreement such amount that otherwise would be payable prior made to the six-month anniversary Participant with respect to an Award as a result of Executive’s such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in the Participant incurring interest or additional tax under Section 409A of the Code. To the extent this Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such payment series of installment payments shall be delayed until treated as a right to a series of separate payments and not as a right to a single payment. Notwithstanding the earlier to occur of (A) foregoing, the six-month anniversary tax treatment of the separation from service benefits provided under this Program, the Plan or (B) any Award granted hereunder is not warranted or guaranteed, and in no event shall the date Company be liable for all or any portion of Executive’s deathany taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

Section 409A of the Internal Revenue Code. It Notwithstanding anything herein to the contrary, this Employment Agreement is intended to be interpreted and operated so that the intent of the parties that payments and benefits set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with the requirements of such provision; provided, however, that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. The Executive hereby acknowledges and agrees that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable state income tax laws. Specifically, the parties agree as follows: (i) Each severance payment shall be treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and no severance payment shall be paid later than the last day of the second taxable year of the Executive following the taxable year of the Executive’s “separation from service” as defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that any severance payment constitutes a “deferral of compensation” subject to Code Section 409A (a “409A Payment”), then, (A) in the event that a termination of Executive’s employment does not constitute a Separation From Service, such 409A Payment shall begin at such time as the Executive has otherwise experienced such a Separation from Service, and the date of such Separation from Service shall be deemed to be his Termination Date for purposes of Section 5 hereof, and (B) if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement comply withthat would otherwise be made during such period shall be aggregated and paid in one lump sum, or be exempt fromwithout interest, Section 409A on the first business day following the end of the Code andsix (6) month period or following the date of the Executive’s death, accordinglywhichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. (ii) With respect to reimbursements (whether such reimbursements are for business expenses or, to the maximum extent permittedpermitted under the Company’s policies, this Agreement other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to Code Section 409A (as determined by the Company in its sole discretion), each of the following shall apply: (1) no reimbursement of expenses incurred by Executive during any taxable year shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under made after the terms last day of this Agreement: the following taxable year of Executive, (i2) the amount of such expenses eligible for reimbursement in any reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, to Executive in another any other taxable year; , and (ii3) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does of such expenses or in-kind benefits shall not provide be subject to liquidation or exchange for another benefit. (iii) To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of the Code, and the Treasury Regulations and other guidance issued thereunder. If on the date of the Executive’s separation from service (as defined in Treasury Regulation §1.409A-1(h)) with the Company the Executive is a specified employee (as defined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no payment constituting the “deferral of compensation” within the meaning of Section 409A Treasury Regulation §1.409A-1(b) and after application of the Code. In addition, Executive’s right to reimbursement (or in-kind benefitsexemptions provided in Treasury Regulation §§1.409A-1(b)(4) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments 1.409A-1(b)(9)(iii) shall be due made to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from at any time during the Company within six (6) month period following the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then and any such amounts shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make any deductions for money or property that the Executive owes to the Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of the Executive, from amounts that constitute deferred compensation for purposes of Code Section 409A. (v) The Executive’s right to any deferred compensation, as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, to the extent any amount payable necessary to avoid tax, penalties and/or interest under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.409A.

Section 409A of the Internal Revenue Code. A. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, this Agreement shall be interpreted the Company and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, Executive agree to the extent that provisions set forth in this Section 22 in order to comply with, or be exempt from, the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. 409A. B. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s unless such termination of employment until Executive would be considered to have incurred constitutes a “separation from service” from with respect to Executive, as defined in Treasury Regulation Section 1.409A-1(h). C. If Executive is a “specified employee” (as determined under the Company Company’s Specified Employee Policy, or, in the absence of such policy, within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation subject to Section 409A and otherwise payable to or in respect of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive in connection with Executive’s Termination pursuant to this Agreement shall be construed delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. D. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a separate identified payment “short-term deferral” for purposes of Section 409A of the 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. Notwithstanding anything contained herein 409A. E. With respect to the contraryCompany’s reimbursement obligations and provision of in-kind benefits under Sections 7(C) and 7(E) hereof, if Executive is a “specified employee,” as defined and the provision of Benefits to Executive, (i) in Section 409A of no event shall any such reimbursements or in-kind benefits be made or provided later than the Code, as of the date last day of Executive’s separation from servicetaxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, then as applicable, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). F. The Tax Gross-Up payment, if any, provided under Section 12 and the tax gross-up, if any, provided under Section 7(E) shall be provided in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(v), including that such gross-up payments shall be paid by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the relevant taxing authority. To the extent required by Section 409A, any amount payable under this Agreement tax gross-up payment made with respect to any payment that is non-exempt non-qualified deferred compensation (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A) which is subject to Section 409A of the Code, (ii) is shall be payable only upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s “separation from service” (as defined above) and subject to Section 22(C). G. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such payment provision shall not be effective and shall be delayed until the earlier null and void with respect to occur of (A) the six-month anniversary of the separation from service such payments or (B) the date of Executive’s deathbenefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 13 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) It is the intent intention of the parties that payments and or benefits payable under this Agreement comply with, or not be exempt from, subject to the additional tax imposed pursuant to Section 409A of the Code andCode, accordinglyand the regulations and guidance issued thereunder (together, to “Section 409A”), and the maximum extent permitted, provisions of this Agreement shall be interpreted construed and administered consistent in accordance with such intent. With respect To the extent any potential payments or benefits could become subject to expenses eligible Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without the Executive’s consent and in such manner as it deems appropriate, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Section 409A. (b) No payments or benefits provided herein that are paid because of a termination of employment under circumstances described herein shall be paid, unless such termination of employment also constitutes a “separation from service” within the meaning of Section 409A. (c) If Executive is a “specified employee,” any payments payable as a result of Executive’s termination of employment (other than as a result of death) shall not be payable before the earlier of (i) the first business day that is more than six months after Executive’s Termination Date, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is a key employee under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board or its Corporate Personnel Committee, or by operation of law or such regulation. (d) No acceleration of payments and benefits provided for reimbursement in this Agreement shall be permitted, except that the Company may accelerate payment, if permitted by Section 409A, as necessary to allow the Executive to pay FICA taxes on amounts payable hereunder and additional taxes resulting from the payment of such FICA amount, or as necessary to pay taxes and penalties arising as a result of the payments provided for in this Agreement failing to meet the requirements of Section 409A. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (e) To the extent that the amounts payable under this Article II are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the terms deferral of this Agreement: compensation. If they do constitute deferral of compensation governed by Section 409A, they shall be deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (i) the amount of such expenses eligible for reimbursement in any or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in another any other taxable year; and , (ii) any reimbursements the reimbursement of such expenses shall an eligible expense must be made no later than on or before the end last day of the calendar Executive’s taxable year following the calendar taxable year in which the related expenses were incurred, except, in each case, to the extent that expense was incurred and (iii) the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive benefits shall not be considered subject to have terminated employment liquidation or exchange for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathanother benefit.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 15 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 7(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 7(C) and 7(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. It is the intent of the parties that The payments and benefits under described in this Agreement letter are intended to comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement letter shall be construed and interpreted and administered consistent in accordance with such intent. With respect Your termination of employment (or words to expenses eligible similar effect) shall not be deemed to have occurred for reimbursement under the terms purposes of this Agreement: letter unless such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision in this letter to the contrary, if you are deemed on the date of your separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “nonqualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to your separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your separation from service, and (ii) the date of your death (the “Delay Period”). 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 Section 6 will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter will be paid or provided in accordance with the normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided to you pursuant to this letter constitutes taxable income for Federal income tax purposes, such reimbursements shall be made as soon as practicable after you provide proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any reimbursement of expenses or in-kind benefits provided to you, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of such expenses eligible for reimbursement in reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredreimbursement, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot benefits to be liquidated or exchanged for provided, in any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive taxable year. (c) If under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In additionletter, for purposes of this Agreement, each any amount is to be paid to you in two or benefit to be provided to Executive pursuant to this Agreement more installments, each such installment shall be construed treated as a separate identified payment for purposes of Section 409A of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

Section 409A of the Internal Revenue Code. It is the intent (a) This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the parties that payments and benefits under this Agreement comply withCode. Accordingly, all provisions herein, or incorporated by reference, shall be exempt from, construed and interpreted to comply with Section 409A of the Code and, accordinglyCode, to the extent applicable, and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (as defined under Section 409A of the Code). In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permittedpermitted under section 409A of the Code, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4); provided, however, any amount payable to the Executive during the six (6) month period following the Executive’s termination date that does not qualify within such exception and is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Executive’s termination of employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following the Executive’s termination date with the Company (or any successor thereto) for six (6) months following the Executive’s separation from service with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to the Executive within ten (10) days following the date that is six (6) months following the Executive’s separation from service with the Company (or any successor thereto). If the Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the Executive’s death. (c) All reimbursements provided under this Agreement shall be interpreted and administered consistent made or provided in accordance with such intent. With respect to the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calendar year shall may not affect the expenses eligible for reimbursement in another any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year; year following the year in which the expense is incurred, and (iiiv) any reimbursements of such expenses the right to reimbursement is not subject to liquidation or exchange for another benefit. Any tax gross up payments to be made hereunder shall be made no not later than the end of the calendar Executive’s taxable year next following the calendar Executive’s taxable year in which the related expenses were incurred, except, in each case, taxes are remitted to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathtaxing authority.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits Any benefit, payment or other right provided for under this Agreement comply withshall be provided or made in such manner, or be exempt fromat such time, in such form and subject to such election procedures (if any) as complies with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations and other authority promulgated pursuant to Section 409A of the Code andto avoid a failure described in Code Section 409A(a)(1), accordinglyincluding, to without limitation, deferring payment until the maximum extent permittedoccurrence of a specified payment event described in Code Section 409A(a)(2). Accordingly, notwithstanding any other provision hereof or document pertaining hereto, (x) this Agreement shall be so construed and interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms meet all applicable requirements of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; Code Section 409A, and (iiy) any reimbursements of such expenses shall be made no later than without limiting the end generality of the calendar year following the calendar year in which the related expenses were incurredforegoing, except, in each case, but more specifically: (a) All references to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would and separation from service shall mean and be considered administered to have incurred a “comply with the definition of "separation from service” from the Company within the meaning of " in Code Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as 409A. (b) If Employee is a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” "specified employee" (as defined in under Code Section 409A 409A) at the time of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent that any amount payable under this Agreement constitutes "deferred compensation" under Code Section 409A (and is not otherwise excepted from Code Section 409A coverage, whether by virtue of being considered "separation pay" or a "short term deferral" or otherwise) and is payable to Employee based upon a separation from service (other than death or "disability" as defined under Code Section 409A), such amount shall not be paid until the first to occur of (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to first day following the six-month anniversary of Executive’s Employee's separation from service, such payment or (ii) Employee's death. (c) All expense reimbursements provided for under this Agreement shall comply with Code Section 409A and shall be delayed until subject to the earlier to occur of following requirements: (Ai) the six-month anniversary amount of expenses eligible for reimbursement during Employee's taxable year may not affect the separation from service or expenses eligible for reimbursement to be provided in another taxable year; (Bii) the date reimbursement of Executive’s deathany eligible expense must be effected by December 31 following the taxable year in which the expense was incurred; and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit. (d) Any right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Code Section 409A.

Section 409A of the Internal Revenue Code. It is the intent of the parties intended that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended, to and the maximum extent permitted, this Agreement rules and regulations issued thereunder (“Section 409A”) and shall be interpreted and administered consistent operated consistently with such that intent. With respect Notwithstanding the foregoing, if this Agreement or any benefit paid to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, Executive hereunder is subject to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of and if the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,Specified Employee” (as defined in under Section 409A of the Code, 409A) as of the date of Executive’s termination of employment hereunder, then the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six (6) month period beginning on the date of a termination of employment hereunder shall be delayed during such six (6) month period and shall commence immediately following the end of such six (6) month period (and, if applicable, the period in which such payments were scheduled to be made if not for such delay shall be extended accordingly). In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. For purposes of this Agreement, the terms “termination,” “termination of employment” and “resignation” (and variations thereof) shall mean Executive’s “separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, ” within the meaning of Section 409A 1.409A-1(h) of the CodeTreasury Regulations promulgated under Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under applying the default terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deaththereof.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an "involuntary" separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary termination of Executive’s separation from serviceemployment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), such payment then (1) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be delayed until paid at the earlier to occur of times set forth in Section 1(d)(i), (A2) the six-month anniversary any portion of the separation from service Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (Band would have been payable during the Initial Payment Period but for the Limit) the date of Executive’s death.shall be paid, with Interest, on the

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning requirements of Section 409A of the Code. In additionAccordingly, Executive’s right all provisions herein shall be construed and interpreted to reimbursement comply with Code Section 409A and if necessary, any such provision shall be deemed amended to comply with Code Section 409A and the regulations thereunder. (or in-kind benefitsb) cannot be liquidated or exchanged for Notwithstanding any other benefit or payment. Notwithstanding anything contained herein provision to the contrarycontrary in this Agreement, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due or benefits to which Executive becomes entitled under this Agreement that are payable upon in connection with the termination of Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from with the Company within shall be made or paid to Executive prior to the meaning earlier of Section 409A (i) the first day of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of seventh (7th) month following the date of Executive’s separation Separation from service, then Service due to the extent any amount payable under this Agreement (i) constitutes the payment such termination of nonqualified deferred compensation, within the meaning of Section 409A of the Code, employment or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death, if Executive is deemed, pursuant to the procedures established by the Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non-qualified deferred compensation plans subject to Code Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Section 22(b) shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. In addition, if Executive is deemed to be a specified employee at the time of Separation from Service and there is an amount payable by Executive to the Company under the Company’s Relocation Policy (the "Relocation Amount"), then notwithstanding Section 10(d)(v), the following provisions shall apply: (i) the Company shall waive the requirement to repay the portion of the Relocation Amount up to the applicable dollar amount under Code Section 402(g)(1)(B), (ii) Executive shall repay to the Company any Relocation Amounts in excess of such limit (the "Repaid Amount") and (iii) upon the expiration of the applicable Code Section 409A(a)(2) deferral period, the Company shall pay to Executive the Repaid Amount in a lump sum. The specified employees subject to a delayed commencement date shall be identified on December 31 of each calendar year. If Executive is so identified on any such December 31, he shall have specified employee status for the twelve (12)-month period beginning on April 1 of the following calendar year.

Section 409A of the Internal Revenue Code. 14.1 The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under Section 5: a. It is the intent intended that each installment of the parties that payments and benefits provided under this Agreement comply withSection 5 shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; b. If, or be exempt from, Section 409A as of the Code date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 5; and c. If, accordinglyas of the date of the “separation from service” of the Employee from the Company, the Employee is a “specified employee” (each, for purposes of this Agreement, within the meaning of Section 409A), as determined by the Company in accordance with its procedures, by which determination the Employee hereby agrees that he is bound, then: i. Each installment of the payments and benefits due under Section 5 that are paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permittedpermissible under Section 409A. For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of the Employee’s tax year in which the Employee’s separation from service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s separation from service occurs; ii. Each installment of the payments and benefits due under Section 5 that is not paid within the Short-Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, 10 days following the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or, with respect to payment after death, as soon as reasonably practicable and within the time limits permitted by Section 409A), and any remaining payments will be paid on their original schedule and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service occurs. A comparable six month delay will apply to any other payments and benefits received by Employee under other compensatory arrangements if and to the extent required for compliance with Section 409A. d. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this subsection (d), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 14.2 All payments and benefits provided under this Agreement are intended to either comply with or be exempt from Section 409A and this Agreement shall be interpreted administered and administered consistent construed accordingly. The Company makes no representations or warranty and shall have no liability to the Employee or any other person if any payments made under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such intent. With respect reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable during a calenda r year shall may not affect the expenses eligible for reimbursement in another taxable any other calendar year; and , (iiiii) any reimbursements the reimbursement of such expenses shall an eligible expense will be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that expense is incurred and (iv) the right to reimbursement does is not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right subject to reimbursement (set off or in-kind benefits) cannot be liquidated liquidation or exchanged exchange for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s deathbenefit.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not result in unfavorable tax consequences to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties Executive under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement and no payments shall be due interpreted as to so comply. Notwithstanding anything to the contrary herein, the Company and Executive under agree to the provisions set forth in this Agreement that are payable upon Executive’s termination Section 14 in order to comply with the requirements of employment until Section 409A. A. If Executive would be considered to have incurred is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A 409A) with respect to the Company, any non-qualified deferred compensation otherwise payable to or in respect of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive in connection with Executive’s Termination pursuant to this Agreement shall be construed delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2- 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a separate identified payment “short-term deferral” for purposes of Section 409A of the 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. Notwithstanding anything contained herein 409A. C. With respect to the contraryCompany’s reimbursement and tax gross-up obligations under Section 6(C) hereof, if Executive is a “specified employee,” as defined in Section 409A of no event shall any such reimbursements or gross-up payments be made later than the Code, as of the date last day of Executive’s separation from servicetaxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, then as applicable. D. The provision of Benefits to Executive following Termination hereunder shall be subject to the extent any amount payable under this Agreement (iprovisions of Treasury Regulation 1.409A-3(i)(iv)(A) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under B). E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the terms of this Agreement would Company be payable prior responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier any failure to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.comply with Section 409A.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an "involuntary" separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (i) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii) is any portion of the Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (and would have been payable upon Executive’s separation from service and (iiiduring the Initial Payment Period but for the Limit) under shall be paid, with Interest, on the terms first business day of this Agreement would be payable prior to the first calendar month that begins after the six-month anniversary of Executive’s separation Separation from service, such payment Service and (iii) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable after the Initial Payment Period shall be delayed until paid at the earlier to occur times set forth in Section 1(d)(i). For purposes of (Athis Section 8A.(f), “Interest” shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) the six-month anniversary of the separation Code, from service or (B) the date on which payment would otherwise have been made but for any required delay through the date of Executive’s deathpayment.

Section 409A of the Internal Revenue Code. It (a) This Agreement is intended to comply with the intent requirements of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code andof 1986, accordinglyas amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an exemption and shall in all respects be administered in accordance with Section 409A. (b) Any amounts payable under this Agreement solely on account of an “involuntary” separation from service within the meaning of Section 409A shall be, to the maximum extent permittedpossible, excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts. Each payment under this Agreement shall be interpreted treated as a separate payment for purposes of Section 409A. (c) In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A or any damages for failing to comply with Section 409A. (d) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a separation of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of amounts that constitute “deferred compensation” subject to Section 409A may only be made upon a Separation from Service. (e) To the extent that any reimbursement or in-kind benefit pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment, or in-kind benefits contemplated by this section, and administered consistent with any reimbursement payment, or in-kind benefits, due to Executive pursuant to such intentprovision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. With respect Executive’s right to reimbursement or in-kind benefits pursuant to this Agreement is not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement reimbursement, or in-kind benefits that Executive receives in any one taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements amount of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredbenefits, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for benefits that Executive receives in any other benefit or payment. taxable year. (f) Notwithstanding anything contained herein any provision of this Agreement to the contrary, to in the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement event that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments or CIC Cash Severance Payments to be paid within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (1) any portion of the CodeCash Severance Payments or CIC Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii2) is any portion of the Cash Severance Payments or CIC Cash Severance Payments that exceeds the Limit (and would have been payable upon Executive’s separation from service and (iiiduring the Initial Payment Period but for the Limit) under shall be paid, with Interest, on the terms first business day of this Agreement would be payable prior to the first calendar month that begins after the six-month anniversary of Executive’s separation Separation from serviceService, such payment and (3) any portion of the Cash Severance Payments or CIC Cash Severance Payments that is payable after the Initial Payment Period shall be delayed until paid at the earlier to occur times set forth in Section 1(d)(i). For purposes of (Athis Section 8A.(f), “Interest” shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) the six-month anniversary of the separation Code, from service or (B) the date on which payment would otherwise have been made but for any required delay through the date of Executive’s deathpayment.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted, construed and administered as to so comply with, or be exempt from, Section 409A of the Code and, accordingly, 409A. Notwithstanding anything to the maximum extent permittedcontrary herein, the Company and Executive agree to the provisions set forth in this Agreement shall Section 13 in order to comply with, or be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement exempt from, the requirements of Section 409A. A. If Executive is a “specified employee” (as determined under the terms of this Agreement: (i) Company’s Specified Employee Policy as in effect from time to time, or, in the amount absence of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurredpolicy, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and otherwise payable to or in respect of the Code. In addition, Executive in connection with Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation Separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive Service pursuant to this Agreement shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A (i) the expiration of the 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. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of six (6) months measured from the date of Executive’s separation Separation from serviceService, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, or (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death. Any amount, the payment or benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the Company’s reimbursement obligations under Sections 6(C) and 6(E) hereof and the provision of Benefits to Executive, (i) in no event shall any such reimbursements or in-kind benefits be made or provided later than the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A. To the extent payments and benefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) It is the intent of the parties intended that payments and benefits made or provided under this Agreement comply with, shall not result in penalty taxes or be exempt from, accelerated taxation pursuant to Section 409A of the Internal Revenue Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short Code”). Any payments that qualify for the “short-term deferral perioddeferral” as defined in exception, the separation pay exception, legal settlements exception or another exception under Section 409A of the Code shall not be treated as deferred compensation unless paid under the applicable law requires otherwiseexception. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning For purposes of Section 409A of the Code, if an amount is paid in two or more installments, each installment shall be treated as a separate payment of compensation. In no event may Xxxxxx, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Xxxxxx executes this Agreement) shall be paid in the later taxable year. (b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Xxxxxx’x lifetime (or during a shorter period of time specified in this Agreement); (ii) is payable upon Executive’s separation from service and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) under the terms reimbursement of this Agreement would an eligible expense will be payable prior to made no later than the six-month anniversary last day of Executive’s separation from service, such payment shall be delayed until the earlier to occur of calendar year following the year in which the expense is incurred; and (Aiv) the sixright to reimbursement or in-month anniversary of the separation from service kind benefits is not subject to liquidation or (B) the date of Executive’s deathexchange for another benefit.

Section 409A of the Internal Revenue Code. It is the intent intention of the parties Company and Executive that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, not result in unfavorable tax consequences to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties Executive under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement and no payments shall be due interpreted as to so comply. Notwithstanding anything to the contrary herein, the Company and Executive under agree to the provisions set forth in this Agreement that are payable upon Executive’s termination Section 14 in order to comply with the requirements of employment until Section 409A. A. If Executive would be considered to have incurred is a “separation from servicespecified employee” from the Company (within the meaning of Section 409A 409A) with respect to the Company, any non-qualified deferred compensation otherwise payable to or in respect of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive in connection with Executive’s Termination pursuant to this Agreement shall be construed delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment of benefit of which is delayed by application of the preceding sentence, shall be paid as soon as possible following the expiration of such period. B. All incentive bonus payments described in Section 6(F) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2-1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to such payment’s treatment as a separate identified payment “short-term deferral” for purposes of Section 409A of the 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. Notwithstanding anything contained herein 409A. C. With respect to the contraryCompany’s reimbursement and tax gross-up obligations under Sections 6(C), if Executive is a “specified employee,” as defined 6(D), 6(E), 6(G) and 11(A) hereof, in Section 409A of no event shall any such reimbursements or gross-up payments be made later than the Code, as of the date last day of Executive’s separation from servicetaxable year following the taxable year in which the fee or expense was incurred or the tax payment was made, then as applicable. D. The provision of Benefits to Executive following Termination hereunder shall be subject to the extent any amount payable under this Agreement (iprovisions of Treasury Regulation 1.409A-3(i)1(iv)(A) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under B). E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no circumstances shall the terms of this Agreement would Company be payable prior responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier any failure to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.comply with Section 409A.

Section 409A of the Internal Revenue Code. It is Any benefit, payment, or other right provided for under this Employment Agreement shall be provided or made in such manner, at such time, in such form and subject to such election procedures (if any) as qualifies for an exemption from or otherwise complies with the intent applicable requirements of Section 409A of the parties that payments Internal Revenue Code of 1986, as amended (the “Code”) and benefits under this Agreement comply with, or be exempt from, the regulations and other authority promulgated pursuant to Section 409A of the Code andto avoid a failure described in Code Section 409A(a)(1), accordinglyincluding, to without limitation, deferring payment until the maximum extent permittedoccurrence of a specified payment event described in Code Section 409A(a)(2). Accordingly, notwithstanding any other provision hereof or document pertaining hereto, (i) this Employment Agreement shall be so construed and interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms meet all applicable requirements of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; Code Section 409A, and (ii) any reimbursements of such expenses shall be made no later than without limiting the end generality of the calendar year foregoing, but more specifically: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Employment Agreement providing for the payment of any amounts or benefits upon or following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a termination of employment unless such termination also constitutes a “deferral of compensationSeparation from Service” within the meaning of Section 409A of the Code. In additionand, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of any such provision of this Agreement and no payments shall be due Employment Agreement, references to Executive under this Agreement that are payable upon Executive’s a “termination,” “termination of employment until Executive would be considered to have incurred a employment,”, “Termination Date”, “separation from service” or like terms shall mean Separation from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement 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 “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive Service. (ii) If Employee is a “specified employee,” (as defined in under Code Section 409A 409A) at the time of the Code, as of the date of Executive’s separation from service, then to the extent that any amount payable under this Employment Agreement constitutes “deferred compensation” under Code Section 409A (and is not otherwise excepted from Code Section 409A coverage, whether by virtue of being considered “separation pay” or a “short term deferral” or otherwise) and is payable to Employee based upon a separation from service (other than death or “disability” as defined under Code Section 409A), such amount shall not be paid until the first to occur of (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to first day following the six-month anniversary of ExecutiveEmployee’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (Bii) the date of ExecutiveEmployee’s death. (iii) All expense reimbursements provided for under this Employment Agreement shall comply with Code Section 409A and shall be subject to the following requirements: (i) the amount of expenses eligible for reimbursement during Employee’s taxable year may not affect the expenses eligible for reimbursement to be provided in another taxable year; (ii) the reimbursement of any eligible expense must be effected by December 31 following the taxable year in which the expense was incurred. (iv) The right to reimbursement is not subject to liquidation or exchange for another benefit. (v) Any right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Code Section 409A. (vi) In no event may the Employee, directly or indirectly, designate the calendar year of any payment under this Employment Agreement.

Section 409A of the Internal Revenue Code. It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms The provisions of this Agreement: Paragraph 5(n) shall only apply if Employee is an individual who is subject to Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the "Code"). In additionsuch event, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for notwithstanding any other benefit or payment. Notwithstanding anything contained provision herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A for all purposes of the Codethis Agreement, Executive Employee shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred with the Company when Employee incurs a “"separation from service” from " with the Company within the meaning of Section 409A 409A(a)(2)(A)(i) of the CodeCode and applicable administrative guidance issued thereunder. In addition, for purposes of this Agreement, each amount to be paid the coverage (or benefit to equivalent benefits) required under Paragraph 3(b) hereof shall be provided to Executive pursuant to this Agreement Employee through an arrangement that does not result in the benefits or reimbursements under such arrangement being includable in Employee's income under the Code. Further, any reimbursement of reasonable attorneys' fees and disbursements required under Paragraph 5(b) hereof shall be construed as a separate identified payment for purposes made not later than the close of Section 409A Employee's taxable year following the taxable year in which Employee incurs the expense; provided, however, that, (i) upon Employee's termination of employment with the Code and Company, in no event shall any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not additional reimbursement be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein made prior to the contrary, if Executive date that is a “specified employee,” as defined in six months after the date of Employee's termination of employment to the extent such payment delay is required under Section 409A 409A(a)(2)(B)(i) of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, and (ii) is payable upon Executive’s separation from service in no event shall any reimbursement be made to Employee for such fees and (iii) under disbursements incurred after the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur later of (A) the six-month anniversary of the separation from service Employee's death or (B) the date that is 10 years after the date of Executive’s deathEmployee's termination of employment with the Company."