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

Section 409A of the Internal Revenue Code. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after her Separation from Service for any reason other than death, or (ii) 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 6(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) 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. (f) 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to clause (i) of Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) 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 6(c6(b) 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, practicable 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) 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. (f) 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. (a) This Notwithstanding anything contained in this Agreement is not to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section 3 are intended to constitute be made in 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. No amounts payable under this Agreement upon the Employee’s termination of employment shall be payable unless the Employee’s termination of employment constitutes a “nonqualified deferred compensation planseparation from service” within the meaning of Treas. Reg. § 1.409A-1(h) (a “Separation from Service”). The Company and the Employee 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 Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder amended (“Section 409A”). It is intended that If any amounts payable under provision of this Agreement and does not satisfy the Company’s and Executive’s exercise requirements of authority or discretion hereunder Section 409A, such provision shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall nevertheless be construed and interpreted applied in a manner consistent with that intent. 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 hereunderthose requirements. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with If 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. (c) If Executive Employee is a “specified employee” within (as defined in Section 409A of the meaning Code), as determined by the Company in accordance with Section 409A of Treasury Regulation Section 1.409A-1(i) as of the Code, on the date of Executivethe Employee’s Separation from Service, Executive shall not be entitled to any the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or benefit distribution of all or any portion of such amounts to which the Employee 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 1(d7(b) that constitutes nonqualified deferred compensation under Section 409A until shall be paid or distributed to the Employee in a lump sum on the earlier of (i) the date which that is six (6) months after her 6)-months following the Employee’s Separation from Service for any reason other than deathService, or (ii) the date of Executivethe Employee’s deathdeath or (iii) the earliest date as is permitted under Section 409A of the Code. The provisions of this paragraph shall only apply if, and to Any remaining payments due under 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 6(c) Agreement 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)otherwise provided herein. (dc) To the extent that If any reimbursement pursuant to provision of this Agreement is taxable would subject the Employee to Executiveadditional tax or interest under Section 409A, Executive shall provide the Company and the Employee shall amend this Agreement, or take such other actions as the Employee and the Company deem reasonably necessary or appropriate, to comply with documentation the requirements of Section 409A of the related expenses promptly so as to facilitate Code and the timing Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement 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 incurredparties. 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) In no event whatsoever shall the Company be required to pay Executive liable for any “gross-up” tax, interest or other payment penalties that may be imposed on the Employee under Section 409A. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any taxes income recognized by the Employee in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or penalties imposed under Section 409A with respect to otherwise hold the Employee harmless from any benefit paid to Executive hereunderor all such taxes, interest, or penalties, or liability for any damages related thereto. The Company agrees Employee acknowledges that he has been advised to take any reasonable steps requested by Executive to avoid adverse obtain independent legal, tax consequences to Executive as a result of any benefit to Executive hereunder being subject to or other counsel in connection with 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 409A. Each payment under this Agreement may only is intended to be made upon a “separation from serviceseparate payment” under Section 409A. (f) For and not a series of payments for purposes of Section 409A, Executive’s right to receive 409A. Any payments or reimbursements of any “installment” payments pursuant to expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to receive a series Section 409A include rules, regulations, and guidance of separate and distinct payments.general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) 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 6(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) 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. (f) 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to clause (i) of Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until the earlier of (i) the date which is six (6) months after her Executive’s Separation from Service for any reason other than death, or (ii) 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 6(c6(b) 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, practicable 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) 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. (f) 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. (a) This It is the intention of the parties that payments or benefits payable under this Agreement is not intended be subject to constitute a “nonqualified deferred compensation plan” within the meaning of additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and the rules regulations and regulations guidance issued thereunder (together, “Section 409A”). It is intended that any amounts payable under this Agreement , and the Company’s and Executive’s exercise provisions of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This this Agreement shall be construed and interpreted consistent administered in accordance with that such intent. In no event 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 be required 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 pay Executive any “gross-up” or other payment with respect the minimum extent necessary to any taxes or penalties imposed under meet the requirements of Section 409A with respect to any benefit paid to Executive hereunder.409A. (b) For purposes No payments or benefits provided herein that are paid because of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with the Company that under circumstances described herein shall be paid, unless such termination of employment also constitutes a “separation from service” within the meaning of Treasury Regulation “Section 1.409A-1(h)(1409A”), without regard to the optional alternative definitions available thereunder. (c) If Executive is a “specified employee,” within the meaning of Treasury Regulation Section 1.409A-1(i) any payments payable as of the date a result of Executive’s Separation from Service, Executive termination of employment (other than as a result of death) shall not be entitled to any payment or benefit pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until payable before the earlier of (i) the date which first business day that is more than six (6) months after her Separation from Service for any reason other than deathExecutive’s Termination Date, or (ii) 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 (6iii) month period following Executive’s Separation from Service that are not so paid by reason of this Section 6(c) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that otherwise complies with the requirements of Section 409A. “Specified employee” shall mean the Executive if the Executive is six (6a key employee under Treasury Regulations Section 1.409A-1(i) months after Executive’s Separation from Service (orbecause of final and binding action taken by the Board or its Compensation Committee, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date or by operation of Executive’s death)law or such regulation. (d) 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. 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 deferral of 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 expenses eligible for reimbursement or in-kind benefits provided during the Executive’s taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any reimbursement pursuant to this Agreement is other taxable to Executiveyear, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of (ii) the reimbursement payment contemplated by this paragraph, and any reimbursement payment due to Executive pursuant to such provision shall of an eligible expense must be paid to Executive made on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. Such incurred and (iii) the right to reimbursement obligations pursuant to this Agreement are or in-kind benefits shall not be 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 yearbenefit. (e) 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. (f) 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after her his Separation from Service for any reason other than death, or (ii) 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 6(c5(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. (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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an available exemption therefrom, and thus avoid the imputation of any tax, penalty or interest under Section 409A of the Code. 409A. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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 thereunderthereunder (the date of any such Separation from Service, a “Termination Date”). (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to Section 1(d) 1 of the Standard Terms and Conditions to the extent that constitutes any such payment would constitute “nonqualified deferred compensation under compensation” (if at all) within the meaning of Section 409A until the earlier of (i) the date which is six (6) months after her his Separation from Service for any reason other than death, or (ii) 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 6(c8A(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, practicable 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) 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. (f) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation Separation from service” Service under Section 409A. (f) 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. (a) This It is anticipated that payments under this Employment Agreement will be exempt from IRC Section 409A. However, to the extent that any payment under this Employment Agreement is not intended subject to constitute Section 409A, the terms of the Employment Agreement will be interpreted to comply with the requirements of Section 409A. In the event that the Employer determines that any of the 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 with Section 409A and to minimize adverse tax consequences. Additionally, notwithstanding anything contained in this Agreement to the contrary, if Executive is deemed by the Employer at the time of Executive’s “separation from service” to be a “nonqualified deferred compensation planspecified employee,” each within the meaning of Section 409A of the Internal Revenue Code of 1986409A, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable compensation or benefits to which Executive becomes entitled under this Agreement and the Company’s and Executive’s exercise of authority (or discretion hereunder shall comply any agreement or plan referenced in this Agreement) in connection with and avoid the imputation of any tax, penalty or interest under such separation that are subject to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment made or benefit pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A commence until the earlier of (i) the date which is six (6) months after her Separation from Service for any reason other than death, or (ii) 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 “separation from Service that are not so paid by reason of this Section 6(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 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 . Such deferral to a date that is six months after Executive’s separation from service shall only be effected to the extent that any reimbursement pursuant required to this Agreement is taxable avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive shall provide would otherwise be liable under Section 409A(a)(1)(B) in the Company with documentation absence of such deferral. Upon the related expenses promptly so as to facilitate expiration of this deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single lump sum or in installments) in the timing absence of the reimbursement payment contemplated by this paragraph, and any reimbursement payment due to Executive pursuant to such provision Section 10 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 beneficiary in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable yearlump sum. (e) 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. (f) 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. (a) This Notwithstanding anything contained in this Agreement is not to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section 3 are intended to constitute be made in 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. No amounts payable under this Agreement upon the Employee’s termination of employment shall be payable unless the Employee’s termination of employment constitutes a “nonqualified deferred compensation planseparation from service” within the meaning of Treas. Reg. § 1.409A-1(h) (a “Separation from Service”). The Company and the Employee 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 Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder amended (“Section 409A”). It is intended that If any amounts payable under provision of this Agreement and does not satisfy the Company’s and Executive’s exercise requirements of authority or discretion hereunder Section 409A, such provision shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall nevertheless be construed and interpreted applied in a manner consistent with that intent. 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 hereunderthose requirements. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with If 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. (c) If Executive Employee is a “specified employee” within (as defined in Section 409A of the meaning Code), as determined by the Company in accordance with Section 409A of Treasury Regulation Section 1.409A-1(i) as of the Code, on the date of Executivethe Employee’s Separation from Service, Executive shall not be entitled to any the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or benefit distribution of all or any portion of such amounts to which the Employee 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 1(d7(b) that constitutes nonqualified deferred compensation under Section 409A until shall be paid or distributed to the Employee in a lump sum on the earlier of (i) the date which that is six (6) months after her 6)-months following the Employee’s Separation from Service for any reason other than deathService, or (ii) the date of Executivethe Employee’s deathdeath or (iii) the earliest date as is permitted under Section 409A of the Code. The provisions of this paragraph shall only apply if, and to Any remaining payments due under 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 6(c) Agreement 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)otherwise provided herein. (dc) To the extent that If any reimbursement pursuant to provision of this Agreement is taxable would subject the Employee to Executiveadditional tax or interest under Section 409A, Executive shall provide the Company and the Employee shall amend this Agreement, or take such other actions as the Employee and the Company deem reasonably necessary or appropriate, to comply with documentation the requirements of Section 409A of the related expenses promptly so as to facilitate Code and the timing Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement 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 incurredparties. 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) In no event whatsoever shall the Company be required to pay Executive liable for any “gross-up” tax, interest or other payment penalties that may be imposed on the Employee under Section 409A. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any taxes income recognized by the Employee in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or penalties imposed under Section 409A with respect to otherwise hold the Employee harmless from any benefit paid to Executive hereunderor all such taxes, interest, or penalties, or liability for any damages related thereto. The Company agrees Employee acknowledges that she has been advised to take any reasonable steps requested by Executive to avoid adverse obtain independent legal, tax consequences to Executive as a result of any benefit to Executive hereunder being subject to or other counsel in connection with 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 409A. Each payment under this Agreement may only is intended to be made upon a “separation from serviceseparate payment” under Section 409A. (f) For and not a series of payments for purposes of Section 409A, Executive’s right to receive 409A. Any payments or reimbursements of any “installment” payments pursuant to expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to receive a series Section 409A include rules, regulations, and guidance of separate and distinct payments.general application issued by the Department of the Treasury under Section 409A.

Section 409A of the Internal Revenue Code. (a) x. This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) xi. For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) xii. If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after her Separation from Service for any reason other than death, or (ii) 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 6(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 xxxx. Xx 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) In xxx. Xx 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. (f) xv. 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to clause (i) of Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until the earlier of (i) the date which is six (6) months after her Executive’s Separation from Service for any reason other than death, or (ii) 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 6(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, practicable 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) 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. (f) 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. (a) This Agreement is not intended 13.1 Notwithstanding anything to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of contrary in this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with if 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. (c) If Executive Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as 409A at the time of the date of ExecutiveEmployee’s Separation from Servicetermination (other than due to death), Executive shall not be entitled then the severance payable to any payment or benefit the Employee, if any, pursuant to Section 1(d) this Agreement, together with any other severance payments or separation benefits that constitutes nonqualified are considered deferred compensation under Section 409A until (together, the earlier of (i) “Deferred Compensation Separation Benefits”), that are payable within the date which is first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after her Separation from Service for any reason other than death, or the date six (ii6) months and one (1) day following the date of Executivethe Employee’s deathtermination of employment. The provisions of this paragraph shall only apply ifAll subsequent Deferred Compensation Separation Benefits, and if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the extentcontrary, required if the Employee dies following the Employee’s termination but prior 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 Executiveanniversary of the Employee’s Separation from Service that are not so paid by reason of termination, then any payments delayed in accordance with this Section 6(c) shall paragraph will be paid (without interest) payable in a lump sum as soon as administratively 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 Executivethe Employee’s death). (d) To death and all other Deferred Compensation Separation Benefits will be payable in accordance with the extent that any reimbursement pursuant payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is taxable intended to Executive, Executive shall provide the Company with documentation constitute separate payments for purposes of Section 1.409A-2(b)(2) of the related expenses promptly so as to facilitate Treasury Regulations. 13.2 Any amount paid under this Agreement that satisfies the timing requirements of the reimbursement “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) above. 13.3 Any amount paid under this Agreement that qualifies as a payment contemplated by this paragraph, and any reimbursement payment due to Executive made as a result of an involuntary separation from service pursuant to such provision Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit shall be 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 Executive on or before the last day of ExecutiveEmployee during the Company’s taxable year following preceding the Company’s taxable year of the 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) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which 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 yearEmployee’s employment is terminated. (e) 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. (f) 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. (a) This It is the intention of the Company and Executive that this Agreement is not intended result in unfavorable tax consequences to constitute a “nonqualified deferred compensation plan” within the meaning of Executive under Section 409A of the Internal Revenue Code of 1986, as amendedCode, and the rules Treasury Regulations and regulations issued Internal Revenue Service guidance promulgated thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement ) and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. In no event shall as to so comply with, or be exempt from, Section 409A. Notwithstanding anything to the contrary herein, the Company be required to pay and 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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 agree to the optional alternative definitions available thereunder.provisions set forth in this Section 15 in order to comply with, or be exempt from, the requirements of Section 409A. (c) A. If Executive is a “specified employee” (as determined under the Company’s Specified Employee Policy, or, in the absence of any policy, within the meaning of Treasury Regulation Section 1.409A-1(i409A) as 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 date of Executive in connection with Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit Termination pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A this Agreement shall be delayed until the earlier of (i) the earliest date upon which is six (6) months after her Separation from Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this paragraph shall only apply if, and such amounts may be paid without being subject to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to taxation under Section 409A. Any amounts otherwise payable to Executive upon or 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 the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 6(c7(D) 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 to the Company with documentation extent earned, in no event later than the last day of the related expenses promptly so “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 facilitate such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the timing Company’s reimbursement obligations and provision of the reimbursement payment contemplated by this paragraphin-kind benefits under Sections 6(C) and 6(E) hereof, and the provision of Benefits to Executive, (i) in no event shall any reimbursement payment due to Executive pursuant to such provision shall reimbursements or in-kind benefits be paid to Executive on made or before provided later than the last day of Executive’s taxable year following the taxable year in which the related fee or expense was incurred. Such 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 obligations pursuant to this Agreement are or in-kind benefits is not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives benefit, in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable yearaccordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). (e) In D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no event circumstances shall the Company be required to pay Executive responsible for any “gross-up” taxes, penalties, interest or other payment with respect losses or expenses incurred by the Executive due to any taxes or penalties imposed failure to comply with Section 409A. To the extent payments and benefits 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 this Agreement are subject to Section 409A, provided that Executive shalland such payments and benefits do not so comply, if requested, reimburse the Company for shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any incremental costs (other than incidental costs) associated with taking provision of the Agreement would cause such steps. All payments and benefits to fail to so comply, such provision shall not be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. (f) For purposes of Section 409A, Executive’s right to receive any “installment” payments pursuant to this Agreement effective and shall be treated as a right null and void with respect to receive a series of separate such payments or benefits, and distinct paymentssuch provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. 409A. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after her his Separation from Service for any reason other than death, or (ii) 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 6(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, practicable 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) 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. (f) 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. 409A. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section § 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after her Separation from Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this paragraph Section 6(c) 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 6(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, practicable 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 paragraphSection 6(d), 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) 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. (f) 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. (a) This It is the intention of the Company and Executive that this Agreement is not intended result in unfavorable tax consequences to constitute a “nonqualified deferred compensation plan” within the meaning of Executive under Section 409A of the Internal Revenue Code of 1986, as amendedCode, and the rules Treasury Regulations and regulations issued Internal Revenue Service guidance promulgated thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement ) and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. In no event shall as to so comply with, or be exempt from, Section 409A. Notwithstanding anything to the contrary herein, the Company be required to pay and 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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 agree to the optional alternative definitions available thereunder.provisions set forth in this Section 15 in order to comply with, or be exempt from, the requirements of Section 409A. (c) 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 Treasury Regulation Section 1.409A-1(i409A) as 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 date of Executive in connection with Executive’s Separation from ServiceTermination pursuant to this Agreement shall be delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, Executive shall not be entitled to any the payment or benefit pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A until the earlier of (i) the date which is six (6) months after her Separation from Service for any reason other than deathdelayed by application of the preceding sentence, or (ii) shall be paid as soon as possible following the date expiration 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 such period. B. All incentive bonus payments described in 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 6(c7(D) 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 to the Company with documentation extent earned, in no event later than the last day of the related expenses promptly so “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 facilitate such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the timing Company’s reimbursement obligations and provision of the reimbursement payment contemplated by this paragraphin-kind benefits under Sections 7(C) and 7(E) hereof, and the provision of Benefits to Executive, (i) in no event shall any reimbursement payment due to Executive pursuant to such provision shall reimbursements or in-kind benefits be paid to Executive on made or before provided later than the last day of Executive’s taxable year following the taxable year in which the related fee or expense was incurred. Such 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 obligations pursuant to this Agreement are or in-kind benefits is not subject to liquidation or exchange for another benefit 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 and the amount 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 such benefits that Executive receives in one 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 shall not affect the amount of such benefits that Executive receives in any other taxable yearbe payable only upon Executive’s Separation from Service and subject to Section 15(E). (e) In E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no event circumstances shall the Company be required to pay Executive responsible for any “gross-up” taxes, penalties, interest or other payment with respect losses or expenses incurred by the Executive due to any taxes or penalties imposed failure to comply with Section 409A. To the extent payments and benefits 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 this Agreement are subject to Section 409A, provided that Executive shalland such payments and benefits do not so comply, if requested, reimburse the Company for shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any incremental costs (other than incidental costs) associated with taking provision of the Agreement would cause such steps. All payments and benefits to fail to so comply, such provision shall not be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. (f) For purposes of Section 409A, Executive’s right to receive any “installment” payments pursuant to this Agreement effective and shall be treated as a right null and void with respect to receive a series of separate such payments or benefits, and distinct paymentssuch provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) This Notwithstanding anything contained in this Agreement is not to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive hereunder are intended to constitute be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). 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 “nonqualified deferred compensation planseparation from service” within the meaning of Treas. Reg. § 1.409A-1(h). Furthermore, if the Executive is a Specified Employee (as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder amended (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax), penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes amount or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. (b) For purposes payable or due by reason of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to Section 1(d) service that constitutes nonqualified deferred compensation under within the meaning of Section 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the earlier end of (i) the date which is six (6) months after her Separation from Service for any reason other than death, or (ii) continuous month period following the date of the Executive’s separation from service (or if earlier, the Executive’s death. The provisions of this paragraph shall only apply if), in which case, all payments and to the extent, required to avoid the imputation of any tax, penalty or interest benefits delayed pursuant to Section 409A. Any amounts this section (whether they would have otherwise been payable to Executive upon in a single sum or in installments in the six (6) month period following Executive’s Separation from Service that are not so paid by reason absence of this Section 6(csuch delay) shall be paid (without interest) as soon as practicable (and or reimbursed to the Executive in all events within thirty (30) days) after a lump-sum cash payment on the first day of the seventh month following the date that is six (6) months after of the Executive’s Separation separation from Service service (or, or if earlier, as soon as practicable, and in all events within thirty (30) days, after practicable following the date of Executive’s death). (d) To . 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, and no particular tax result for the Executive with respect to any reimbursement pursuant to income recognized by the Executive in connection with this Agreement is taxable to Executive, Executive shall provide 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 documentation 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). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-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 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 Executive incurs the expense, and (c) in no event will the amount of such expenses so reimbursed, or in-kind benefits that Executive receives provided, by the Company in one taxable year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits that Executive receives to be provided, in any other taxable year. (e) In no event shall the Company be required . All references in this Agreement 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 include rules, regulations, and guidance of general application issued by Executive to avoid adverse tax consequences to Executive as a result the Department 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” Treasury under Section 409A. (f) 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. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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. (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, 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 earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) 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 6(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, practicable 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) 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. (f) 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. (a) This It is the intention of the Company and Executive that this Agreement is not intended result in unfavorable tax consequences to constitute a “nonqualified deferred compensation plan” within the meaning of Executive under Section 409A of the Internal Revenue Code of 1986, as amendedCode, and the rules Treasury Regulations and regulations issued Internal Revenue Service guidance promulgated thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement ) and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. In no event shall as to so comply with, or be exempt from, Section 409A. Notwithstanding anything to the contrary herein, the Company be required to pay and 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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 agree to the optional alternative definitions available thereunder.provisions set forth in this Section 14 in order to comply with, or be exempt from, the requirements of Section 409A. (c) 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 Treasury Regulation Section 1.409A-1(i409A) as 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 date of Executive in connection with Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit Termination pursuant to Section 1(d) that constitutes nonqualified deferred compensation under Section 409A this Agreement shall be delayed until the earlier of (i) the earliest date upon which is six (6) months after her Separation from Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this paragraph shall only apply if, and such amounts may be paid without being subject to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to taxation under Section 409A. Any amounts otherwise payable to Executive upon or 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 the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 6(c6(F) 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 to the Company with documentation extent earned, in no event later than the last day of the related expenses promptly so “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 facilitate such payment’s treatment as a “short-term deferral” for purposes of Section 409A. C. With respect to the timing Company’s reimbursement obligations and provision of the reimbursement payment contemplated by this paragraphin-kind benefits under Sections 6(C), 6(D), 6(E) and 6(G) hereof, and the provision of Benefits to Executive, (i) in no event shall any reimbursement payment due to Executive pursuant to such provision shall reimbursements or in-kind benefits be paid to Executive on made or before provided later than the last day of Executive’s taxable year following the taxable year in which the related fee or expense was incurred. Such 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 obligations pursuant to this Agreement are or in-kind benefits is not subject to liquidation or exchange for another benefit 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 and the amount tax gross-up, if any, provided under Section 6(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 such benefits that Executive receives in one 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 shall not affect the amount of such benefits that Executive receives in any other taxable yearbe payable only upon Executive’s Separation from Service and subject to Section 14(E). (e) In E. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no event circumstances shall the Company be required to pay Executive responsible for any “gross-up” taxes, penalties, interest or other payment with respect losses or expenses incurred by the Executive due to any taxes or penalties imposed failure to comply with Section 409A. To the extent payments and benefits 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 this Agreement are subject to Section 409A, provided that Executive shalland such payments and benefits do not so comply, if requested, reimburse the Company for shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with Section 409A. If any incremental costs (other than incidental costs) associated with taking provision of the Agreement would cause such steps. All payments and benefits to fail to so comply, such provision shall not be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. (f) For purposes of Section 409A, Executive’s right to receive any “installment” payments pursuant to this Agreement effective and shall be treated as a right null and void with respect to receive a series of separate such payments or benefits, and distinct paymentssuch provision shall otherwise remain in full force and effect.

Section 409A of the Internal Revenue Code. (a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations issued thereunder (“Section 409A”) or an available exemption therefrom, and thus avoid the imputation of any tax, penalty or interest under Section 409A of the Code. 409A. This Agreement shall be construed and interpreted consistent with that intent. 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. (b) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination 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 thereunderthereunder (the date of any such Separation from Service, a “Termination Date”). (c) If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant payable upon Executive’s Separation from Service to Section 1(d) the extent that constitutes any such payment would constitute “nonqualified deferred compensation under compensation” (if at all) within the meaning of Section 409A until the earlier of (i) the date which is six (6) months after her his Separation from Service for any reason other than death, or (ii) 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 6(c9(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, practicable 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 promptly, and in any event on or before the last day of Executive’s taxable year next-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) 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. (f) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation Separation from service” Service under Section 409A. (f) 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.