Common use of Section 409A Provisions Clause in Contracts

Section 409A Provisions. This Agreement and any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”): (a) To the extent that any payment is due under this Agreement in connection with the termination of employment of the Executive, if the Company determines (A) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) shall be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”

Section 409A Provisions. (a) This Agreement and any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, construed and administered to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or possible to be exempt therefrom by reason of complying with one from, or more exceptions to otherwise comply with, the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Internal Revenue Code Section 409A of the Code and the regulations and guidance promulgated issued thereunder (“Section 409A”):). 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 date that the Executive incurs a “separation from service” (within the meaning of Section 409A). (ab) To the extent that any payment is due under Notwithstanding anything in this Agreement in connection with to the termination of employment contrary, if at the time of the Executive, if ’s “separation from service” (within the Company determines (A) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevantmeaning of Section 409A), the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) shall be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A), the Employer will not pay or provide any “Specified Benefits” (as defined herein) that 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 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 payable upon imposed following a termination Change of employment Control, the resulting Specified Benefits shall be delayed until such time as paid into a rabbi trust for the benefit of the Executive has also undergone a “separation from service” as defined and invested in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as accordance with the reasonable directions of the date Executive as if the 409A Suspension Period was not imposed with such amounts then being distributed to the Executive within seven (7) days after the 409A Suspension Period ends. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that would be subject to taxation under Section 409A if the Employer were to pay them, pursuant to this Agreement, on account of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from serviceservice (and without the delay contemplated by this paragraph.”

Section 409A Provisions. This It is intended that (i) each payment or installment of payments provided under this Agreement and any payments or benefits provided pursuant hereto are intended to avoid the imposition is a separate “payment” for purposes of additional taxes under Code Section 409A and (ii) that the Agreement shall be interpretedpayments satisfy, to the greatest extent possible, in such mannerthe exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions Notwithstanding anything to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of contrary in this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”): (a) To the extent that any payment is due under this Agreement in connection with the termination of employment of the ExecutiveAgreement, if the Company O’Charley’s determines (Ai) that on the date the Executive’s employment with the Company terminates Effective Date or at such other time that the Company O’Charley’s determines to be relevant, the Executive Xx. Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company O’Charley’s and (Bii) that any payments to be provided to the Executive Xx. Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments shall will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) termination of employment with the CompanyO’Charley’s, or such shorter period that, as determined by the CompanyO’Charley’s, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicableTaxes (the “Payment Delay Period”). Any payments delayed pursuant to this Section 15(a) shall Paragraph 19 will be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h))Xx. Xxxxx’ termination of employment, or such earlier date that, as determined by the CompanyO’Charley’s, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A409A Taxes. The parties acknowledge and agree that, (i) each payment made under to the extent applicable, this Agreement shall be treated as a separate payment; (ii) interpreted in accordance with, and the Executive parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may notbe issued after the Effective Date. In addition, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or any portion thereof, shall be permitted; (iv) the amount other related agreement provides for a “deferral of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (compensation” within the meaning of Code Section 409A) that is payable upon a termination of employment 409A and the Treasury Regulations promulgated thereunder, such amounts shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive reimbursed in accordance with this AgreementSection 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, but O’Charley’s does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A, and O’Charley’s will not be liable to Xx. Xxxxx for any tax, interest or penalties that Xx. Xxxxx might owe as if the Executive had undergone such termination a result of employment (under the same circumstances) on the date of his ultimate “separation from serviceany payments hereunder.”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. Xxxxxx Xxxxxx As of December 12, 2016 (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevantowed to you by virtue of your Xxxxxxx X. Xxxxxxxx October 2, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement2009 Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation Xx. Xxxxxxx Xxx As of April 11, 2022 from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s extent that such payments and benefits, in the Xxxxxx Xxxxx July 1, 2010 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with the default provision set forth in Treasury Regulation §1.409A-(1)(h)(3). (iv) If under any provision of this AgreementAgreement you become entitled to be paid Salary continuation, but as if then each payment of Salary during the Executive had undergone relevant continuation period shall be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently your entitlement to such termination Salary continuation shall not be considered an entitlement to a single payment of employment (under the same circumstances) on aggregate amount to be paid during the date of his ultimate “separation from servicerelevant continuation period).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreementthe default provision set forth in Treasury Regulation §1.409A-(1)(h)(3). XxXx Xxx As of November 14, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”2016

Section 409A Provisions. This Agreement and any It is intended that (i) each payment or installment of payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason is a separate “payment” for purposes of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Section 409A of the Code and (ii) that the regulations and guidance promulgated thereunder (“payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A”): , including those provided under Treasury Regulations 1.409A-1(b)(4) (aregarding short-term deferrals), 1.409A-1(b)(9)(iii) To (regarding the extent that any payment is due under two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement in connection with the termination of employment of the ExecutiveAgreement, if the Company O’Charley’s determines (Ai) that on the date the Executive’s employment with the Company terminates Termination Date or at such other time that the Company O’Charley’s determines to be relevant, the Executive Xx. Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company O’Charley’s and (Bii) that any payments to be provided to the Executive Xx. Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then (A) such payments shall will be delayed until the date that is six (6) months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) termination of employment with the CompanyO’Charley’s, or such shorter period that, as determined by the CompanyO’Charley’s, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicableTaxes (the “Payment Delay Period”). Any payments delayed pursuant to this Section 15(a) shall Paragraph 20 will be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h))Xx. Xxxxx’ termination of employment, or such earlier date that, as determined by the CompanyO’Charley’s, is sufficient to avoid the imposition of any additional taxes Section 409A Taxes. Notwithstanding the foregoing, the Company does not warrant that any payments provided herein will qualify for favorable treatment under Section 409A. (b) For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration 409A of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereofCode, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits Company shall not be subject liable to liquidation Xx. Xxxxx for any tax, interest or exchange for another benefit. (c) Any payment penalties that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in Xx. Xxxxx might owe as a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder result of any nonqualified deferred compensation (within the meaning of Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment payments hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (A) the 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” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Xxxxxxx X’Xxxxxxxx As of March 15, 2022 Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation Ms. Xxxxx Xxxxxxxx As of December 2, 2019 from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting Ms. Xxxxx Xxxxxxxx As of April 11, 2022 the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting Xxxx Xxxxx November 27, 2012 the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with the default provision set forth in Treasury Regulation §1.409A-(1)(h)(3). (iv) If under any provision of this AgreementAgreement you become entitled to be paid Salary continuation, but as if then each payment of Salary during the Executive had undergone relevant continuation period shall be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently your entitlement to such termination Salary continuation shall not be considered an entitlement to a single payment of employment (under the same circumstances) on aggregate amount to be paid during the date of his ultimate “separation from servicerelevant continuation period).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (A) the 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” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Xxxxxxx X’Xxxxxxxx August 13, 2019 Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s extent that such payments and benefits, in the XxXx Xxx As of October 2, 2019 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and Xxxxxx Xxxxxx As of October 31, 2016 any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement All payments and any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the this Agreement shall be interpreted, to the extent possible, made and provided in such manner. Further, the Parties acknowledge and agree a manner that the form and timing of the payments and benefits to be provided pursuant to this Agreement are is intended to comply with with, or be exempt from, Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”): (a) To the extent that any payment is due under this Agreement in connection with the termination of employment of the Executive, if the Company determines (A) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and Internal Revenue Code of 1986, as amended (B) that any payments to be provided the “Code”), to the Executive pursuant to extent applicable. Notwithstanding any provision in this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) shall be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A.contrary: (b) For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any “nonqualified deferred compensation compensation” (within the meaning of Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. U.S. Treasury Regulation Section 1.409A-1(h), at which time such “nonqualified deferred compensation compensation” (calculated as of the date last day of the Executive’s termination of employment hereunderAdvisory Period) shall be paid (or commence to be paid) to Executive on the schedule set forth in accordance with this Agreement, but Agreement as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.” Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’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”) in the event that Executive is deemed at the time of his “separation from service” to be a “specified employee” (in each case, within the meaning of Section 409A) and if such delay is otherwise required to avoid additional tax under Section 409A(a)(2) of the Code. In such event, on the first business day following the expiration of the Delay Period, Executive shall be paid, in a single lump sum cash payment, 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. (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), (A) 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 Executive, (B) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) 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 during which 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, in no event whatsoever shall the Company or any of its affiliates be liable for (A) any additional tax, interest or penalties that may be imposed on Executive as a result of Section 409A or (B) any damages for failing to comply with Section 409A (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A).

Section 409A Provisions. This Agreement and Xx. Xxxxxx Xxxxxx June 30, 2020 (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting Xxxx Xxxxx November 27, 2012 the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 Mr. Xxxx Xxxxx As of November 27, 2014 pursuant to a fixed schedule within the meaning of Section 409A. Notwithstanding such intention and understanding, in the event that you are a specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s extent that such payments and benefits, in the Dxxxxx Xxxxx July 1, 2010 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s extent that such payments and benefits, in the Mr. Xxxxx Xxxxx October 1, 2014 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Notwithstanding anything in this Agreement and (or the Plan) to the contrary, if the Participant is subject to U.S. tax laws: (a) It is intended that any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes amounts payable under Section 409A and the this Agreement shall either be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to exempt from or comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”) so as not to subject Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A, and each settlement hereunder shall be considered a separate payment. The provisions of this Agreement shall be construed and interpreted to be exempt therefrom by reason avoid the imputation of complying with one any such additional tax, penalty or more exceptions interest under Code Section 409A yet preserve (to the requirements of Section 409A. nearest extent reasonably possible) the intended benefit payable to Participant. Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor any Subsidiary guarantees the tax treatment of the award evidenced by this Agreement to contrary, (or other awards under the following provisions shall apply with respect to Plan). (b) If any payment hereunder that (whether separately or together with any other payments) is subject to Code Section 409A, and if such payment or benefit is to be paid or provided on account of Participant’s termination of employment (or other separation from service or termination of employment) (i) and if Participant is a specified employee (within the meaning of Code Section 409A) and if any such payment is required to be made or provided prior to the first day of the seventh month following Participant’s separation from service or termination of employment, such payment shall be delayed until the first day of the seventh month following Participant’s separation from service or termination of employment (or, if earlier, Participant’s death), (ii) the determination as to whether Participant has had a termination of employment (or separation from service) shall be made in accordance with the provisions of Code Section 409A without application of any alternative levels of reductions of bona fide services permitted thereunder, and (iii) to the extent any such payment is conditioned upon the Participant’s execution of a release and such payment is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, such payment shall be paid or provided in the later of the two taxable years. (c) If any payment hereunder (whether separately or together with any other payments) is subject to Code Section 409A, then in the event the Participant becomes entitled to shares under Section 2(d)(i), such shares shall be paid upon such Change in Control only if the Change in Control is a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (“settlement of such Stock would be permissible under Code Section 409A”): (a) To the extent that any payment is due under this Agreement in connection with the termination of employment of the Executive409A and, if the Company determines (A) that on foregoing conditions are not satisfied, then the date the Executive’s employment with the Company terminates or at such other time that the Company determines to Stock shall be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided settled at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(hset forth in Section 2(b) or 2(c)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) shall be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 Xx. Xxxxx Xxxxxx As of August 28, 2019 you pursuant to a fixed schedule within the meaning of Section 409A. Notwithstanding such intention and understanding, in the event that you are a specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of “affiliate” means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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, Xxxxxxx X’Xxxxxxxx March 9, 2017 Page 14 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Notwithstanding any provision of this Agreement and any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possiblecontrary, in such manner. Further, the Parties acknowledge and agree that the form and timing all provisions of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrary, the following provisions shall apply with respect to any payment hereunder that is subject to Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative 6 guidance promulgated issued thereunder (collectively, “Section 409A”): (a) To the extent that any payment is due or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement in connection with that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Executive’s employment shall only be made if such termination of employment of constitutes a “separation from service” under Section 409A. Notwithstanding any provision in this Agreement to the Executivecontrary, if the Company determines (A) that on the date the Executive’s employment with the Company terminates any payment or at such other time that the Company determines to benefit provided for herein would be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed and interest under Section 409A if provided at the time otherwise required under this Agreement, then Executive’s receipt of such payments shall be payment or benefit is not delayed until the earlier of (i) the date of Executive’s death or (ii) the date that is six months after the date of the Executive’s termination (such date, the “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant Payment Date”), then such payment or benefit shall not be provided to Treasury Regulation 1.409A-1(b)(4) Executive (or otherwise will be made during this six-month periodExecutive’s estate, if applicable) until the Section 409A Payment Date. Any Notwithstanding the foregoing, the Company makes no representations that the payments delayed pursuant to this Section 15(a) shall be made in a lump sum on the first business day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A, (i) each payment made and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive liable for all or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”409A. 7

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s 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) As used herein, “Separation from Service” shall mean either (i) the 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 (ii) such other date that constitutes a separation from service” (as such term is defined under service with the Company and its affiliates meeting the requirements of the default provisions set forth in Treasury Regulation 1.409A-1(h)), §1.409A-(1)(h) or such earlier date that, as determined by the Company, is sufficient to avoid the imposition of any additional taxes under Section 409A. (b) successor provision thereto. For purposes of Section 409Athis definition, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of "affiliate" means any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefit. (c) Any payment corporation that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement same controlled group of a series of payments) hereunder of any nonqualified deferred compensation corporations (within the meaning of Code Section 409A414(b)) as the Company and Xxxxxx Xxxxxx As of October 31, 2016 Page 14 any trade or business that is payable upon a termination under common control with the Company (within the meaning of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(hCode Section 414(c)), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive determined in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from servicedefault provision set forth in Treasury Regulation §1.409A-(1)(h)(3).”

Section 409A Provisions. This Agreement and (i) The Company may, without your consent, amend any payments or benefits provided pursuant hereto are intended to avoid the imposition of additional taxes under Section 409A and the Agreement shall be interpreted, to the extent possible, in such manner. Further, the Parties acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to comply with Section 409A or to be exempt therefrom by reason of complying with one or more exceptions to the requirements of Section 409A. Notwithstanding the foregoing or any other provision of this Agreement to contrarythe extent that, in the following provisions shall apply with respect reasonable judgment of the Company, such amendment is necessary or advisable to avoid the imposition on you of any payment hereunder that is subject tax, interest or penalties pursuant to Section 409A or otherwise to make this Agreement enforceable. Any such amendment shall maintain, to the maximum extent practicable, the original intent and economic benefit to you of the Code and the regulations and guidance promulgated thereunder (“Section 409A”):applicable provision. (aii) To 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 specified employee as determined by Viacom Inc. (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any payment is due amount or benefit owed to you under this Agreement in connection with the termination (x) constitutes an amount of employment deferred compensation for purposes of the Executive, if the Company determines Section 409A and (Ay) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines is considered for purposes of Section 409A to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) owed to you by virtue of the Company and (B) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreementyour Separation from Service, then such payments amount or benefit shall not be delayed until paid or provided during the date that is six months after (6) month period following the date of the Executive’s “separation your Separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of taxes under Section 409A. For the avoidance of doubt, it is anticipated that payments qualifying for the exemption from application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) or otherwise will be made during this six-month period, if applicable. Any payments delayed pursuant to this Section 15(a) Service and instead shall be made in a lump sum paid or provided on the first business day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the Executive’s “separation from service” 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 term is defined under Treasury Regulation 1.409A-1(h))six (6) month period shall first be made to cover all costs relating to medical, or such earlier date that, as determined by the Company, is sufficient dental and life insurance coverage to avoid the imposition of any additional taxes under Section 409A. (b) For purposes of Section 409A, (i) each payment made which you are entitled under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted; (iv) the amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; (v) the reimbursement of an eligible expense thereafter shall be made on in respect of other amounts or before December 31 of the calendar year following the calendar year in which the expense was incurred; and (vi) the right benefits owed to reimbursement or right to in-kind benefits shall not be subject to liquidation or exchange for another benefityou. (c) Any payment that is subject to Section 409A, to be made after any required action by the Executive within any specified period in which such period begins in one taxable year of the Executive and ends in a second taxable year of Executive, will be made in the second taxable year. (d) The payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A) that is payable upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive in accordance with this Agreement, but as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”