Common use of Section 409A Provisions Clause in Contracts

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary — (i) Any payment otherwise required to be made hereunder to Employee at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary: (ia) Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (iib) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iiic) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivd) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employersthe Company, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary- (i) Any A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms will mean a “separation from service.” (ii) If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of EmployeeExecutive’s employment shall be delayed for such period of time as may be to the extent necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (iiiii) Each payment in For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of payments hereunder shall be deemed separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be a separate payment for purposes made under this Agreement that is considered nonqualified deferred compensation. In no event will the timing of Section 409A Executive’s execution of the CodeRelease, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment will be made in the later taxable year. (iiiiv) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code409A, in no event whatsoever shall the Company or any of its affiliates (including, without limitation, the Company) be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code409A).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary — (i) Any A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment otherwise required of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be made hereunder to Employee at any date as a result “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the termination Code, then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (B) the date of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code death (the “Delay Period”). On the first business day following Upon the expiration of the Delay Period, Employee shall be paid, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single cash sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentencesum as soon as administratively practicable, and any remaining payments not so delayed and benefits due under this Agreement shall continue to be paid pursuant to or provided in accordance with the normal payment schedule set forth dates specified for them herein. (ii) Each payment in a series With regard to any provision herein that provides for reimbursement of payments hereunder shall be deemed to be a separate payment for purposes of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iiA) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiB) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided provided, in any other taxable year; provided, provided that the foregoing clause (B) shall not be violated with without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effecteffect and (C) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary- (i) Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of EmployeeExecutive’s employment shall be delayed for such period of time as may be to the extent necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.409A. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code409A, in no event whatsoever shall the Company or any of its affiliates (including, without limitation, the Company) be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code409A).

Section 409A Provisions. 24.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision in of this Agreement to the contrary — contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and Employee shall cooperate in good faith to (i) Any payment otherwise required adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be made necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 24.1 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee at any date as a result of Code Section 409A or any damages for failing to comply with Code Section 409A. 24.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 24.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code death (the “Delay Period”). On Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period, Period to Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed and benefits due under this Agreement shall continue to be paid pursuant to or provided in accordance with the normal payment schedule set forth dates specified for them herein. (ii) Each payment in a series 24.4 With regard to any provision herein that provides for reimbursement of payments hereunder shall be deemed costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses such reimbursements or payment of any benefit in-kind under this Agreement constitutes benefits constitute “nonqualified deferred compensation (within the meaning of compensation” under Code Section 409A of the Code)409A, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iix) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiy) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, to be provided in any other taxable year; , provided, that the foregoing this clause (y) shall not be violated with regard to any medical expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be made on or before the period last day of Employee’s taxable year following the arrangement is taxable year in effectwhich the expense occurred. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. 23.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision in of this Agreement to the contrary — contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and Employee shall cooperate in good faith to (i) Any payment otherwise required adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be made necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 23.1 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee at any date as a result of Code Section 409A or any damages for failing to comply with Code Section 409A. 23.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 23.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code death (the “Delay Period”). On Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period, Period to Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed and benefits due under this Agreement shall continue to be paid pursuant to or provided in accordance with the normal payment schedule set forth dates specified for them herein. (ii) Each payment in a series 23.4 With regard to any provision herein that provides for reimbursement of payments hereunder shall be deemed costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses such reimbursements or payment of any benefit in-kind under this Agreement constitutes benefits constitute “nonqualified deferred compensation (within the meaning of compensation” under Code Section 409A of the Code)409A, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iix) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiy) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, to be provided in any other taxable year; , provided, that the foregoing this clause (y) shall not be violated with regard to any medical expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be made on or before the period last day of Employee’s taxable year following the arrangement is taxable year in effectwhich the expense occurred. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision (a) Anything in this Agreement to the contrary — (i) Any payment otherwise required to be made hereunder to Employee notwithstanding, if at any date as a result the time of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (your separation from service within the meaning of Section 409A of the Code), the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (iA) six months and one day after your separation from service, or (B) your death. If any such expense reimbursement delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be made payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no later than event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which such the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred by Employee, in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (ii) the except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivc) While To the payments and benefits provided hereunder are intended to be structured extent that any payment or benefit described in a manner to avoid the implication of any penalty taxes this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred shall be made in no event whatsoever shall accordance with the Company or any of its affiliates presumptions set forth in Treasury Regulation Section 1.409A 1(h). (d) The parties intend that this Agreement will be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of administered in accordance with Section 409A of the Code or Code. To the extent that any damages provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for failing purposes of Treasury Regulation Section 1.409A 2(b)(2). You agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to you or any other than for withholding obligations or other obligations applicable person if any provisions of this Agreement are determined to employers, if any, under constitute deferred compensation subject to Section 409A of the Code)Code but do not satisfy an exemption from, or the conditions of, such Section.

Section 409A Provisions. Notwithstanding any provision in this (a) This Agreement shall be construed and administered to the contrary — (i) Any payment otherwise required extent possible to be made hereunder to Employee at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet exempt from, or otherwise comply with, the requirements of Internal Revenue Code Section 409A(a)(2)(B)(i) of 409A and the Code regulations and guidance issued thereunder (the “Delay PeriodSection 409A”). On Consistent with this intent, any reference to a payment being made to an Executive when he “terminates employment,” upon his “termination of employment,” at his “termination date” or similar reference shall mean the first business day following date that the expiration of the Delay Period, Employee shall be paid, in Executive incurs a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation “separation from service” (within the meaning of Section 409A). Any payments that qualify for the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, if at the time of the CodeExecutive’s “separation from service” (within the meaning of Section 409A), the Executive is a “specified employee” (iwithin the meaning of Section 409A), the Employer will not pay or provide any “Specified Benefits” (as defined herein) any until after the end of the sixth calendar month beginning after the Executive’s separation from service (the “409A Suspension Period”) (or, if earlier, the Executive’s death), in which case such expense reimbursement amounts will be paid to the Executive within seven (7) days after the 409A Suspension Period ends (or death if earlier). To the extent the 409A Suspension Period is imposed following a Change of Control, the resulting Specified Benefits shall be made by paid into a rabbi trust for the Company no later than the last day benefit of the taxable year following Executive and invested in accordance with the taxable year in which reasonable directions of the Executive as if the 409A Suspension Period was not imposed with such expense was incurred by Employeeamounts then being distributed to the Executive within seven (7) days after the 409A Suspension Period ends. For purposes of this Agreement, (ii) the right to reimbursement “Specified Benefits” are any amounts or in-kind benefits shall not that would be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes taxation under Section 409A if the Employer were to pay them, pursuant to this Agreement, on account of the Code, in no event whatsoever shall Executive’s separation from service (and without the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code)delay contemplated by this paragraph.

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary: (i) Any payment otherwise required 7.1. The parties intend that any payments or benefits to be made hereunder to Employee at any date as a result under this Agreement comply with or otherwise be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, this Agreement will be administered and interpreted in a manner consistent with this intent. In the event that any provision would cause this Agreement to fail to satisfy Code Section 409A, the parties agree to negotiate in good faith to amend the Agreement so as to prevent the imposition of any additional tax or interest pursuant to Code Section 409A to the extent possible. 7.2. Notwithstanding any other payment schedule provided herein to the contrary, if Xxxxxxxx is deemed on the date of termination to be a “specified employee” within the meaning of Employee’s employment that term under Code Section 409A(a)(2)(B), then any payment under this Agreement that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be delayed for such period made until the date which is the earlier of time as may be necessary to meet (A) the requirements of Section 409A(a)(2)(B)(i) expiration of the Code six-month period measured from the date of such “separation from service” of Xxxxxxxx, or (B) the date of Xxxxxxxx’x death (the “Delay Period”). On ) to the first business day following extent required under Code Section 409A. Upon the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentencethis Section 7.2 shall be paid to Xxxxxxxx in a lump sum, and any all remaining payments not so delayed due under this Agreement shall continue to be paid pursuant or provided in accordance with the normal payment dates specified for them herein. Notwithstanding anything in the Agreement or this Amendment to the contrary, any payment schedule set forth hereinsubject to Code Section 409A and this Section 7.2 shall not be made before the later of(Y) eighteen (18) months following the Effective Date of this Amendment or (Z) six (6) months following the date of Xxxxxxxx’x separation from service. (ii) Each payment in a series 7.3. A termination of payments hereunder employment shall not be deemed to be a separate payment have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Code Section 409A) upon or following termination of employment unless such termination of employment is also a “separation from service” from Employer within the meaning of Code Section 409A and Treasury Regulation 1.409A-1(h) and, for purposes of any such provision of this Agreement, references to a “termination of employment” or any similar term or phrase shall mean “separation from service.” 7.4. For purposes of Code Section 409A, (A) Xxxxxxxx may not, directly or indirectly, designate the calendar year of any payment; (B) no acceleration of the Codetime and form of payment of any nonqualified deferred compensation to Xxxxxxxx or any portion thereof, shall be permitted, and (C) any payment to be made after receipt of an executed and irrevocable release or conditioned upon other action by Xxxxxxxx within any specified period, in which such period begins in one taxable year of Xxxxxxxx and ends in a second taxable year of Xxxxxxxx, will be made in the second taxable year. (iii) 7.5. Notwithstanding any other provision herein to the contraly, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 7.6. To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified may constitute noriqualified deferred compensation (within the meaning of Code Section 409A of the Code409A), (iA) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeXxxxxxxx, (iiB) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiC) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary: (i) 1. Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of EmployeeExecutive’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) (such period, the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) 2. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iii) 3. To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) 4. While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement Payments to you under Section 4 shall be bifurcated into two portions, consisting of the contrary — (i) Any payment otherwise required to portion, if any, that includes the maximum amount of the payments that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A, and the portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made hereunder to Employee at any date as a result from the portion that does not consist of the termination of Employee’s employment nonqualified deferred compensation until such portion is exhausted and then shall be delayed for such period of time made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if you are a “specified employee” as may be necessary to meet the requirements of defined in Section 409A(a)(2)(B)(i409A(a)(3)(B)(i) of the Code Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after your termination of employment (the “Delay PeriodEarliest Payment Date”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all Any payments that are delayed pursuant to the preceding sentencesentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 6 months following the Earliest Payment Date. The determination of whether, and the extent to which, any remaining of the payments not so delayed shall continue to be paid pursuant made to the payment schedule set forth herein. (ii) Each payment in a series of payments you hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes are nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by after the Company application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of you following the taxable year of you in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount your termination of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effectemployment occurs. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this (a) This Agreement is intended to the contrary — (i) Any payment otherwise required to be made hereunder to Employee at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet satisfy the requirements of Section 409A(a)(2)(B)(i) 409A of the Code (with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the “Delay Period”). On parties consistent with such intent, and the first business day following Company shall have no right to accelerate any payment or the expiration provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth hereinCode. (iib) Each payment in a series Except as expressly provided otherwise herein, no reimbursement payable to the Executive pursuant to any provisions of payments hereunder this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be deemed paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to be the extent that the right to reimbursement does not provide for a separate payment for purposes “deferral of compensation” within the meaning of Section 409A of the Code. (iiic) To It is the intention of the parties that all amounts and benefits to which the Executive becomes entitled upon a Separation from Service by virtue of this Agreement shall qualify for exemption from Section 409A either as short-term deferral with the meaning of Treasury Regulation §409A-1(b)(4) (in the case, without limitation, of payment of the Reference Amount and the amount provided for in Section 4(b)(ii) and payment of the lump sum benefit provided for in Section 4(d) following termination of employment by reason of permanent disability) or otherwise. Notwithstanding the other provisions of this Agreement, if, as of the date of the Executive’s Separation from Service, the Executive is a Specified Employee, then, to the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (provides for a “deferral of compensation” within the meaning of Section 409A of the Code), (ithe following shall apply: 1) any such expense reimbursement shall be made by the Company no later than the last day No payment that constitutes a deferral of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, compensation and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related is owed to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A such Separation from Service shall be made, and no taxable benefits shall be provided to the Executive (except for any benefits for which the Executive pays the full premium or other cost (including the Company’s share thereof)), in each case, during the period beginning on the date the Executive incurs a Separation from Service and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death. 2) On the first business day of the Code or any damages for failing to comply with Section 409A first month following the month in which occurs the six-month anniversary of the Code Executive’s Separation from Service or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (other than for withholding obligations x) the amounts otherwise payable to the Executive under this Agreement during the period described in clause 1 above, (y) the amount paid by the Executive during the period described in clause 1 above as premium or other obligations cost for benefits and (z) interest on the foregoing amounts at the applicable to employers, if any, under Section 409A federal rate for instruments of the Code)less than one year.

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —(except for the last sentence of Section 5(a)): (ia) Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may solely be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (iib) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iiic) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivd) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employersthe Company, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —(except for the last sentence of Section 5): (ia) Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may solely be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (iib) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iiic) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivd) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employersthe Company, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary —contrary: (i) Any payment otherwise required to be made hereunder to Employee Executive at any date as a result of the termination of EmployeeExecutive’s employment shall be delayed for such period of time as may be to the extent necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.409A. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by EmployeeExecutive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code409A, in no event whatsoever shall the Company or any of its affiliates (including, without limitation, the Company) be liable for any additional tax, interest, or penalties that may be imposed on Employee Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code409A).

Section 409A Provisions. 23.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision in of this Agreement to the contrary — contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and Employee shall cooperate in good faith to (i) Any payment otherwise required adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be made necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 23.1 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee at any date as a result of Code Section 409A or any damages for failing to comply with Code Section 409A. 23.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 23.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code death (the “Delay Period”). On Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period, Period to Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed and benefits due under this Agreement shall continue to be paid pursuant to or provided in accordance with the normal payment schedule set forth dates specified for them herein. (ii) Each payment in a series 23.4 With regard to any provision herein that provides for reimbursement of payments hereunder shall be deemed costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses such reimbursements or payment of any benefit in-kind under this Agreement constitutes benefits constitute “nonqualified deferred compensation (within the meaning of compensation” under Code Section 409A of the Code)409A, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iix) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiy) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, to be provided in any other taxable year; , provided, that the foregoing this clause (y) shall not be violated with regard to any medical expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. The parties hereto have each executed and delivered this Agreement as of the day and year first above written. By: Name: Xxxxxx Xxxxxx Title: Chief Financial Officer The parties hereto have each executed and delivered this Agreement as of the day and year first above written. By: Name: Xxxxxx Xxxxxx Title: Chief Financial Officer The parties hereto have each executed and delivered this Agreement as of the day and year first above written. Xxxxxx X. Xxxxx In exchange for good and valuable consideration set forth in that certain Employment Agreement (the “Employment Agreement”) between the undersigned, Xxxxxx X. Xxxxx (“Employee”) and ATI Physical Therapy, Inc. (the “Company”), the sufficiency of which is hereby acknowledged, Employee, on behalf of Employee, Employee’s executors, heirs, administrators, assigns and anyone else claiming by, through or under Employee, irrevocably and unconditionally, releases, and forever discharges the Company, its predecessors, successors and related and affiliate entities, including, without limitation, parents and subsidiaries, and each of their respective directors, officers, employees, attorneys, insurers, agents and representatives (collectively, the “Released Parties”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorneys’ fees and costs) whatsoever of any name or nature both in law and in equity that Employee now has, ever had or may in the future have against the Released Parties with respect to Employee’s employment with, or service as an officer or director of, the Released Parties (severally and collectively, “Claims”), including but not limited to, any and all Claims in tort or contract, whether by statute or common law, and any Claims relating to salary, wages, bonuses and commissions, the breach of an oral or written contract, unjust enrichment, promissory estoppel, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, wrongful termination, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing, and Claims arising out of, based on, or connected with the termination of that Employee’s employment as set forth in the Employment Agreement, including any Claims for unlawful employment discrimination of any kind, whether based on age, race, sex, disability or otherwise, including specifically and without limitation, claims arising under or based on Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended; the Civil Rights Act of 1991; the Family and Medical Leave Act; the Americans with Disabilities Act, as amended; the Employee Retirement Income Security Act of 1974; the Equal Pay Act of 1963; the Illinois Human Rights Act; the Illinois Equal Pay Law; the rules under the Illinois Administrative Code relating to discrimination; the Chicago Ordinance on Human Rights; the Illinois Worker Adjustment and Retraining Notification Act; and the Xxxx County Ordinance on Human Rights; and any other local, state or federal equal employment opportunity or anti-discrimination law, statute, policy, order, ordinance or regulation affecting or relating to Claims that Employee ever had, now has, or claims to have against the Released Parties; except, in each case, with respect to Claims arising out of or otherwise relating to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication purchase, ownership or sale of any penalty taxes under Section 409A equity securities of the Code, in no event whatsoever shall the Company or any successor thereof; provided, however, the Employee does not release the Released Parties with respect to claims arising out of its affiliates be liable or relating to their fraud, gross negligence or willful misconduct. The Employee further waives any claims the Employee may have for employment by the Company and agrees not to seek such employment or reemployment by the Company in the future. Employee warrants and represents that Employee has not assigned or transferred to any additional taxperson or entity any of the Claims released by this Mutual Release, interestand Employee agrees to defend (by counsel of the Company’s choosing), and to indemnify and hold harmless, the Released Parties from and against any claims based on, in connection with, or penalties arising out of any such assignment or transfer made, purported or claimed. Except for obligations created by this Mutual Release and the Employment Agreement, the Company hereby covenants not to xxx and fully releases Employee and Employee’s successors and assigns (the “Employee Releasees”), with respect to and from all actions, and claims of any kind, known or unknown, suspected or unsuspected, which the Company may now have or has ever had against any of the Employee Releasees, including all claims arising from Employee’s position as an officer, director or employee of the Company and the termination of that may relationship, as of the date of this Mutual Release; except, in each case, with respect to Claims arising out of or otherwise relating to the purchase, ownership or sale of any equity securities of the Company or any successor thereof; provided, however, the Company does not release the Employee Releasees with respect to claims arising out of or relating to their fraud, gross negligence or willful misconduct. As further consideration for Employee’s entering into the Employment Agreement and this Mutual Release, the Company covenants and agrees that for one (1) year after the date of this Mutual Release, the Company will instruct its directors and executive officers not to disparage Employee in any manner harmful to Employee’s business or personal reputation. As further consideration for the Company entering into the Employment Agreement and this Mutual Release, Employee covenants and agrees that for one year after the date of this Mutual Release, Employee will not disparage the Company in any manner harmful to the Company’s business reputation. Notwithstanding anything to the contrary in this Mutual Release or the Employment Agreement, the foregoing release shall not cover, and Employee does not intend to release, any claims that cannot be imposed on Employee released as a result matter of Section 409A law; any claims relating to any vested equity securities of the Code Company including but not limited to stock or options, any claim to any vested benefits under any qualified Company benefit plan, including the Company 401(k) or pension plan, any rights of indemnification under the Company’s Certificate of Incorporation (the “Certificate”) or Bylaws (the “Bylaws”) or Operating Agreement (the “Operating Agreement”), as applicable, rights to directors and officers liability insurance, or any damages for failing rights and obligations under the Employment Agreement. Employee further acknowledges that the Company’s obligations under the Certificate, Bylaws or Operating Agreement are, to comply with Section 409A the extent required therein, conditioned upon receipt by the Company of an undertaking by Employee to repay any applicable indemnification amount if it shall be determined by a court of competent jurisdiction by final judicial determination that Employee is not entitled to be indemnified by the Company under the Certificate, Bylaws or Operating Agreement. The parties hereto agree that neither this Mutual Release, nor the furnishing of the Code (other than consideration for withholding obligations this Mutual Release, shall be deemed or other obligations applicable construed at any time to employersbe an admission by the any Released Party or the Employee Releasees of any improper or unlawful conduct. Employee has read this Mutual Release, if anyfully understand it and freely and knowingly agree to its terms. Dated this _____ day of ___________________, under Section 409A of the Code).20___. Signature Xxxxxx X. Xxxxx

Section 409A Provisions. 24.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision in of this Agreement to the contrary — contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and Employee shall cooperate in good faith to (i) Any payment otherwise required adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be made necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 24.1 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee at any date as a result of Code Section 409A or any damages for failing to comply with Code Section 409A. 24.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 24.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code death (the “Delay Period”). On Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period, Period to Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed and benefits due under this Agreement shall continue to be paid pursuant to or provided in accordance with the normal payment schedule set forth dates specified for them herein. (ii) Each payment in a series 24.4 With regard to any provision herein that provides for reimbursement of payments hereunder shall be deemed costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to be a separate payment for purposes of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses such reimbursements or payment of any benefit in-kind under this Agreement constitutes benefits constitute “nonqualified deferred compensation (within the meaning of compensation” under Code Section 409A of the Code)409A, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (iix) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiy) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits benefits, to be provided in any other taxable year; , provided, that the foregoing this clause (y) shall not be violated with regard to any medical expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be made on or before the period last day of Employee’s taxable year following the arrangement is taxable year in effect. (iv) While which the payments expense occurred. The parties hereto have each executed and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A delivered this Agreement as of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee day and year first above written. By: Name: Xxxxxx Xxxxx Title: CEO The parties hereto have each executed and delivered this Agreement as a result of Section 409A of the Code or any damages for failing to comply with Section 409A day and year first above written. By: Name: Xxxxxx Xxxxx Title: CEO By: Name: Xxxxxx Xxxxx Title: CEO The parties hereto have each executed and delivered this Agreement as of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code)day and year first above written.

Section 409A Provisions. Notwithstanding any provision in this Agreement to the contrary — (ia) Any payment otherwise required to be made hereunder to Employee at any date as a result of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (iib) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. (iiic) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (ivd) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).

Section 409A Provisions. Notwithstanding any provision The payments and benefits provided for in this Agreement are intended to comply with Section 409A of the Code (“Section 409A”) and its corresponding regulations, or an exemption, to the contrary — (i) Any payment otherwise required to extent applicable. This Agreement will be made hereunder to Employee at construed, administered, and governed in a manner consistent with this intent. Notwithstanding any date as a result other provision hereof, if any provision of the termination of Employee’s employment shall be delayed for such period of time as may be necessary to meet this Agreement conflicts with the requirements of Section 409A(a)(2)(B)(i) of 409A, the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. (ii) Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code. (iii) To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) shall supersede any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in provision. In no event whatsoever shall the Company or any of its affiliates SRA be liable for any additional tax, interest, interest or penalties that may be imposed on Employee as a result of Executive by Section 409A of the Code or any damages for failing to comply with Section 409A 409A, and no amounts payable hereunder shall be increased to compensate for any tax, interest or penalties that may be imposed on Executive by Section 409A, except to the extent that SRA fails to make a payment as required within the time period provided in this Agreement and such failure to pay within such time period triggers such additional tax, interest or penalty. Annual bonuses that become payable as described in Section 3.B. shall be subject to such terms and conditions as the Compensation Committee of the Code Board may determine and, subject to Executive’s fulfillment of such terms and conditions (other including any bonus condition requiring that the Executive continue to be employed with SRA as of the date of bonus payment in order to qualify for such bonus) shall be paid no later than for withholding obligations or other obligations applicable to employers2-1/2 months after the end of the SRA fiscal year (or, if anylater, under Section 409A 2-1/2 months after the end of the Codecalendar year during which such fiscal year ends) to which such bonus relates. The monthly living allowance payable pursuant to Section 3.F. shall be paid no later than thirty days after the month with respect to which such amounts are payable. Any “employee benefits” provided for in Section 4.B. (“Continued Benefits”) shall only include a taxable cash monthly payment equal to the monthly cost of COBRA premiums for the SRA group medical and dental insurance and applicable coverage elections that applied to Executive immediately prior to his termination date. Payments of Continued Benefits shall commence on the Payment Commencement Date and continue to be paid on the first day of each month thereafter (subject to reduction as provided in Section 4.B.(iv)).

Section 409A Provisions. Notwithstanding (i) The Company may, without your consent (but following consultation with you), amend any provision in of this Agreement to the contrary — (i) Any payment otherwise required to be made hereunder to Employee at any date as a result extent that, in the reasonable judgment of the termination Company, such amendment is necessary or advisable to avoid the imposition on you of Employee’s employment any tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall be delayed for such period of time as may be necessary maintain, to meet the requirements of Section 409A(a)(2)(B)(i) maximum extent practicable, the original intent and economic benefit to you of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth hereinapplicable provision. (ii) Each payment It is the intention and understanding of the parties that all amounts and benefits to which you become entitled under this Agreement will be paid or provided to you pursuant to a fixed schedule within the meaning of Section 409A. Notwithstanding such intention and understanding, in the event that you are a series specified employee as determined by the Company (a “Specified Employee”) at the time of payments hereunder shall be deemed your Separation from Service (as defined below), then to be a separate payment the extent that any amount or benefit owed to you under this Agreement (A) constitutes an amount of deferred compensation for purposes of Section 409A and (B) is considered for purposes of Section 409A to be owed to you by virtue of your Separation from Service, then such amount or benefit shall not be paid or provided during the six (6) month period following the date of your Separation from Service and instead shall be paid or provided on the first day of the Codeseventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the extent that such payments and benefits, in the aggregate, exceed the lesser of an amount equal to (x) two (2) times your annualized compensation (as determined under the Code Section 409A regulations) and (y) two (2) times the applicable Code Section 401(a)(17) annual compensation limit for the year in which your termination occurs; provided, further, that any payments made during such six (6) month period shall first be made to cover all costs relating to medical, dental and life insurance coverage to which you are entitled under this Agreement and thereafter shall be made in respect of other amounts or benefits owed to you. (iii) To As used herein, “Separation from Service” shall mean either (A) the extent termination of your employment with the Company and its affiliates, provided that such termination of employment meets the requirements of a separation of service determined using the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto or (B) such other date that constitutes a separation from service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation §1.409A-(1)(h) or the successor provision thereto. For purposes of this definition, “affiliate” means any right to reimbursement corporation that is in the same controlled group of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation corporations (within the meaning of Code Section 409A 414(b)) as the Company and any trade or business that is under common control with the Company (within the meaning of the CodeCode Section 414(c)), (i) any such expense reimbursement shall be made by determined in accordance with the Company no later than the last day of the taxable year following the taxable year default provision set forth in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (iv) While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the CodeTreasury Regulation §1.409A-(1)(h)(3).