Common use of Section 409A Savings Clause Clause in Contracts

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 4(f) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable lawCode. In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 six (6) months after Executive’s “separation from service” that, absent the application of this Section 19(d17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 six (6) months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 4(f) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. 409A. In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) i. It is the intention of the parties Parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties Parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) ii. Each payment or benefit made pursuant to Section 5 3(B) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable lawCode. In addition, payments or benefits pursuant to Section 5 3(B) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) iii. For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) iv. If the Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 six (6) months after the Executive’s “separation from service” that, absent the application of this Section 19(d12(F)(iv), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 six (6) months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by Executive as a result of the failure of any payment or benefit to satisfy the requirements of Section 409A of the Code. (b) Each payment or benefit made pursuant The Executive’s right to Section 5 a series of installment payments under this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a right to a series of separate payments for purposes within the meaning of Code Section 409A, to the extent permitted under applicable lawTreas. Reg. §1.409A-2(b)(2)(iii). In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of Notwithstanding any provision to the contrary in this Agreement, phrases such as “termination (i) no amount of employment,” when used non-qualified deferred compensation subject to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and that is payable in connection with the Treasury Regulations thereunder. For clarity, if termination of his employment shall be paid to Executive ceases to be an employmee but does not incur unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which Executive is entitled under Code this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, the Company shall calculate the amount of cash severance pay ) is required in order to avoid a prohibited distribution under Section 5 based on 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A 409A) and (B) the date of Executive’s death; provided, that upon the Code earlier of such dates, all payments deferred pursuant to the foregoing shall be paid to Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the Treasury Regulations thereunder. (d) If determination of whether Executive is a “specified employee within the meaning employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “as of the time of his separation from service” that, absent service shall be made by the application Company in accordance with the terms of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur Department of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s deathTreasury Regulations and any successor provision thereto). (ed) All taxable reimbursements provided hereunder To the extent that are any reimbursement of expenses or in-kind benefits constitutes “deferred compensation subjet to the requirements of Code compensation” under Section 409A of the Code, such reimbursement or benefit shall be made not provided no later than December 31 of the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any taxable subsequent year. The amount of any in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or amount of in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is The Company and the intention Executive agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance thereto; provided that no such amendment shall increase the total financial obligation of the parties Company under this Agreement. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Code Section 409A, the Company determines that compensation the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent any payment or benefits payable benefit that the Executive becomes entitled to under this Agreement not on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Code Section 409A 409A(a) as a result of the application of Code Section 409A(a)(2)(B)(i), such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Each payment made under this Agreement shall be interpreted accordingly. To designated as a “separate payment” within the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes meaning of Code Section 409A and each payment 409A. All payments to be made in installments shall be treated as upon a series termination of separate payments for purposes of Code Section 409A, to the extent permitted employment under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall may only be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur made upon a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of term under Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.409A.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by Executive as a result of the failure of any payment or benefit to satisfy the requirements of Section 409A of the Code. (b) Each payment or benefit made pursuant The Executive’s right to Section 5 a series of installment payments under this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a right to a series of separate payments for purposes within the meaning of Code Section 409A, to the extent permitted under applicable lawTreas. Reg. §1.409A-2(b)(2)(iii). In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of Notwithstanding any provision to the contrary in this Agreement, phrases such as “termination (i) no amount of employment,” when used non-qualified deferred compensation subject to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and that is payable in connection with the Treasury Regulations thereunder. For clarity, if termination of her employment shall be paid to Executive ceases to be an employmee but does not incur unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if Executive is deemed at the time of her separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which Executive is entitled under Code this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, the Company shall calculate the amount of cash severance pay ) is required in order to avoid a prohibited distribution under Section 5 based on 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A 409A) and (B) the date of Executive’s death; provided, that upon the Code earlier of such dates, all payments deferred pursuant to the foregoing shall be paid to Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the Treasury Regulations thereunder. (d) If determination of whether Executive is a “specified employee within the meaning employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “as of the time of her separation from service” that, absent service shall be made by the application Company in accordance with the terms of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur Department of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s deathTreasury Regulations and any successor provision thereto). (ed) All taxable reimbursements provided hereunder To the extent that are any reimbursement of expenses or in-kind benefits constitutes “deferred compensation subjet to the requirements of Code compensation” under Section 409A of the Code, such reimbursement or benefit shall be made not provided no later than December 31 of the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any taxable subsequent year. The amount of any in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or amount of in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordinglyCode. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 4(f) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. 409A. In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement that are nonqualified deferred compensation under Section 409A of the Code not be subject to the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordingly. To the extent that such potential payments comply with, or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations and guidance promulgated thereunder. For clarity, if Executive ceases accordingly, to the maximum extent permitted, and that this Agreement shall be interpreted to be an employmee but does not in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including with respect to equity compensation or benefits) would cause Executive to incur a “separation from service” any additional tax or interest under Code Section 409A409A of the Code and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Section 409A of the Code through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A of the Code. To the extent that any provision hereof is modified in order to comply with Section 409A of the Code, such modification shall calculate be made in good faith and shall, to the amount maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of cash severance pay under the applicable provision without violating the provisions of Section 5 based 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, if on the date of termination of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as with the Company, (i) Executive incurs would not have a “separation from service” under service within the meaning of Section 409A of the Code and the Treasury Regulations thereunder.thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 18(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Executive’s Separation From Service, (B) the date Executive becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Executive’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and if (dii) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” Separation From Service that, absent the application of this Section 19(d18(b)(ii), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (iA) 6 months after Executive’s “separation from service,” or Separation From Service, (iiB) Executive’s death, or (C) such other date as will not result in such payment being subject to such additional tax. (ec) All With regard to any provision herein that provides for reimbursement of costs and expenses or the provision of in-kind benefits, except as otherwise permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable reimbursements year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided hereunder that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are deferred compensation subjet subject to a limit related to the requirements of Code Section 409A period the arrangement is in effect and (iii) such payments shall be made not on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the expense was incurredaudit or litigation is completed. (d) For purposes of Section 409A of the Code, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments and each payment made under this Agreement (and under any award of compensation, including of equity compensation or benefits) shall be a separately identified or designated amount. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall not affect be made within sixty (60) days following the expenses eligible for reimbursement or in-kind benefits to date of termination”), the actual date of payment within the specified period shall be provided in any other taxable yearwithin the sole discretion of the Company.

Section 409A Savings Clause. (a) It This Agreement is intended to comply with the intention provisions of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Section 409A of the Internal Revenue Code of 1986, as amended ("Code") (and any regulations and guidelines issued thereunder) to the extent this Agreement is otherwise subject thereto, and this Agreement shall be interpreted accordinglyconsistent with the requirements of Section 409A of the Code or an applicable exception thereto. To the extent such potential payments If any compensation or benefits could become subject provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Executive, exert reasonable efforts to additional tax modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of "deferred compensation" within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such Sectionstatutory provisions and without any diminution in the value of the payments to the Executive. The Severance Benefit is intended to be exempt from the requirements of Section 409A pursuant to the short term deferral and separation pay exceptions thereto. For purposes of Section 409A of the Code, the parties shall cooperate to amend this Agreement with Severance Benefit will only be paid upon the goal Executive's "separation from service" within the meaning of giving Executive such term under Section 409A of the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each Code, each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be is a separate payment for purposes and a series of Code Section 409A and each payment made in installments shall installment payments will be treated as a series of separate payments for purposes payments. In no event may the Executive, directly or indirectly, designate the calendar year of Code Section 409Aa payment. In the event the Company determines that the Executive is a Specified Employee (as defined below), then to the extent permitted necessary to prevent taxation under applicable law. In additionSection 409A of the Code, any payments or benefits to be made to the Executive pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. delayed until at least six (c6) For purposes of this Agreement, phrases such as “months after the Executive's termination of employment,” when used to describe when cash severance , and such payments may that would otherwise be made, payable during the six (6) month period following the Executive's termination of employment shall be deemed to paid in a lump sum in the seventh month following such effective date of termination of employment. For purposes hereof, "Specified Employee" shall mean “separation from service,” as defined in any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code and the Treasury Regulations regulations promulgated thereunder. For clarityAll reimbursable expenses, if Executive ceases to any other reimbursements, and in kind benefits, including any third-party payments, provided under this Agreement (or any of the documents incorporated herein by reference) will be an employmee but does not incur a “separation from service” under Code Section 409A, made or provided in accordance with the Company shall calculate the amount requirements of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and Code. Notwithstanding any provision of this Agreement to the Treasury Regulations thereunder. (d) If Executive is a specified employee within contrary, in no event shall the meaning of Section 409A(a)(2)(B)(i) timing of the Code and would receive any Executive's execution of the release described in Section IX.f., directly or indirectly, result in the Executive designating the calendar year of payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be an amount that is subject to additional tax imposed pursuant Section 409A of the Code, and if a payment that is subject to execution of the release and is subject to Section 409A of the Code as a result of such status as a specified employeecould be made in more than one taxable year, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not in the later than taxable year to the calendar year following extent required to comply with Section 409A of the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable yearCode.

Section 409A Savings Clause. (a) It This Agreement is intended to comply with the intention provisions of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Section 409A of the Internal Revenue Code of 1986, as amended ("Code") (and any regulations and guidelines issued thereunder) to the extent this Agreement is otherwise subject thereto, and this Agreement shall be interpreted accordinglyconsistent with the requirements of Section 409A of the Code or an applicable exception thereto. To the extent such potential payments If any compensation or benefits could become subject provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Executive, exert reasonable efforts to additional tax modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of "deferred compensation" within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such Sectionstatutory provisions and without any diminution in the value of the payments to the Executive. The Severance Benefit is intended to be exempt from the requirements of Section 409A pursuant to the short term deferral and separation pay exceptions thereto. For purposes of Section 409A of the Code, the parties shall cooperate to amend this Agreement with Severance Benefit will only be paid upon the goal Executive's "separation from service" within the meaning of giving Executive such term under Section 409A of the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each Code, each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be is a separate payment for purposes and a series of Code Section 409A and each payment made in installments shall installment payments will be treated as a series of separate payments for purposes payments. In no event may the Executive, directly or indirectly, designate the calendar year of Code Section 409Aa payment. In the event the Company determines that the Executive is a Specified Employee (as defined below), then to the extent permitted necessary to prevent taxation under applicable law. In additionSection 409A of the Code, any payments or benefits to be made to the Executive pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. delayed until at least six (c6) For purposes of this Agreement, phrases such as “months after the Executive's termination of employment,” when used to describe when cash severance , and such payments may that would otherwise be made, payable during the six (6) month period following the Executive's termination of employment shall be deemed to paid in a lump sum in the seventh month following such effective date of termination of employment. For purposes hereof, "Specified Employee" shall mean “separation from service,” as defined in any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code and the Treasury Regulations regulations promulgated thereunder. For clarityAll reimbursable expenses, if Executive ceases to any other reimbursements, and in kind benefits, including any third-par(y payments, provided under this Agreement (or any of the documents incorporated herein by reference) will be an employmee but does not incur a “separation from service” under Code Section 409A, made or provided in accordance with the Company shall calculate the amount requirements of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and Code. Notwithstanding any provision of this Agreement to the Treasury Regulations thereunder. (d) If Executive is a specified employee within contrary, in no event shall the meaning of Section 409A(a)(2)(B)(i) timing ofthe Executive's execution of the Code and would receive any release described in Section VIII.f., directly or indirectly, result in the Executive designating the calendar year of payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be an amount that is subject to additional tax imposed pursuant Section 409A of the Code, and if a payment that is subject to execution of the release and is subject to Section 409A of the Code as a result of such status as a specified employeecould be made in more than one taxable year, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not in the later than taxable year to the calendar year following extent required to comply with Section 409A of the calendar year in which the expense was incurredCode. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year The preceding provisions shall not affect be construed as a guarantee by the expenses eligible Company of any particular tax effect for reimbursement or in-kind benefits payments made pursuant to be provided in any other taxable yearthis Agreement.

Section 409A Savings Clause. (a) It is Notwithstanding anything to the intention of the parties that compensation or benefits payable under contrary contained herein, this Agreement not be subject is intended to satisfy the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes requirements of Code Section 409A and each payment made in installments 409A. Accordingly, all provisions herein, or incorporated by reference, shall be treated as a series construed and interpreted to satisfy the requirements of separate payments Code Section 409A. Further, for purposes of Code Section 409A, to the extent permitted each payment of compensation under applicable law. In addition, payments or benefits pursuant to Section 5 this Agreement shall be exempt from treated as a separate payment of compensation. Any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the maximum extent possible reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. All references to “separation from service” contained in this Agreement shall mean “separation from service” as “short-term deferrals” pursuant to determined in accordance with Treasury Regulation Section 1.409A-1(b)(41.409A-1(h). (b) Notwithstanding anything to the contrary contained herein, in the event that NMG receives advice of counsel selected by NMG and reasonably acceptable to the Executive, that payments under this Agreement are subject to Section 409A of the Code (or the Executive makes such determination and informs NMG of such determination), as involuntary separation pay pursuant after consultation with the Executive and counsel, NMG may amend the Agreement to Treasury Regulation make such other changes it reasonably determines are required to comply with Section 1.409A-1(b)(9)(iii409A of the Code in a manner that preserves the economics to the Executive to the extent reasonably practicable. The Executive hereby stipulates that Xxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx LLP is acceptable counsel for purposes of this Paragraph 23(b), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes Notwithstanding anything to the contrary contained herein, in the event the Executive is a “specified employee” (as defined below) and is entitled to receive a payment on separation from service that is subject to Code Section 409A, the payment may not be made earlier than six months following the date of this Agreementthe Executive’s separation from service if required by Code Section 409A and the regulations thereunder, phrases such as “termination of employment,” when used to describe when cash severance payments may be madein which case, the accumulated postponed amount shall be deemed paid in a lump sum payment within ten (10) days after the end of the six-month period. If the Executive dies during the postponement period prior to mean “separation from service,” as defined in the payment of the postponed amount, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Code and Executive’s estate within 60 days after the Treasury Regulations thereunderdate of the Executive’s death. For clarityA “specified employee” shall mean an employee who, if Executive ceases to be an employmee but does not incur at any time during the 12-month period ending on the identification date, is a “separation from servicespecified employee” under Code Section 409A, as determined by the Company shall calculate Board. The determination of “specified employees,” including the amount number and identity of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a persons considered “separation from servicespecified employees” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” thatidentification date, absent the application of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than by the calendar year following Board in accordance with the calendar year in which provisions of Code Sections 416(i) and 409A and the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable yearregulations issued thereunder.

Section 409A Savings Clause. (a) It This Agreement is intended to comply with the intention provisions of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Section 409A of the Internal Revenue Code of 1986, as amended ("Code") (and any regulations and guidelines issued thereunder) to the extent this Agreement is otherwise subject thereto, and this Agreement shall be interpreted accordinglyconsistent with the requirements of Section 409A of the Code or an applicable exception thereto. To the extent such potential payments If any compensation or benefits could become subject provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Executive, exert reasonable efforts to additional tax modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of "deferred compensation" within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such Sectionstatutory provisions and without any diminution in the value of the payments to the Executive. The Severance Benefit is intended to be exempt from the requirements of Section 409A pursuant to the short term deferral and separation pay exceptions thereto. For purposes of Section 409A of the Code, the parties shall cooperate to amend this Agreement with Severance Benefit will only be paid upon the goal Executive's "separation from service" within the meaning of giving Executive such term under Section 409A of the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each Code, each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be is a separate payment for purposes and a series of Code Section 409A and each payment made in installments shall installment payments will be treated as a series of separate payments for purposes payments. In no event may the Executive, directly or indirectly, designate the calendar year of Code Section 409Aa payment. In the event the Company determines that the Executive is a Specified Employee (as defined below), then to the extent permitted necessary to prevent taxation under applicable law. In additionSection 409A of the Code, any payments or benefits to be made to the Executive pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. delayed until at least six (c6) For purposes of this Agreement, phrases such as “months after the Executive's termination of employment,” when used to describe when cash severance , and such payments may that would otherwise be made, payable during the six (6) month period following the Executive's termination of employment shall be deemed to paid in a lump sum in the seventh month following such effective date of termination of employment. For purposes hereof, "Specified Employee" shall mean “separation from service,” as defined in any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code and the Treasury Regulations regulations promulgated thereunder. For clarityAll reimbursable expenses, if Executive ceases to any other reimbursements, and in kind benefits, including any third-party payments, provided under this Agreement (or any of the documents incorporated herein by reference) will be an employmee but does not incur a “separation from service” under Code Section 409A, made or provided in accordance with the Company shall calculate the amount requirements of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and Code. Notwithstanding any provision of this Agreement to the Treasury Regulations thereunder. (d) If Executive is a specified employee within contrary, in no event shall the meaning of Section 409A(a)(2)(B)(i) timing of the Code and would receive any Executive's execution of the release described in Section VIII.f., directly or indirectly, result in the Executive designating the calendar year of payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be an amount that is subject to additional tax imposed pursuant Section 409A of the Code, and if a payment that is subject to execution of the release and is subject to Section 409A of the Code as a result of such status as a specified employeecould be made in more than one taxable year, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not in the later than taxable year to the calendar year following extent required to comply with Section 409A of the calendar year in which the expense was incurredCode. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year The preceding provisions shall not affect be construed as a guarantee by the expenses eligible Company of any particular tax effect for reimbursement or in-kind benefits payments made pursuant to be provided in any other taxable yearthis Agreement.

Section 409A Savings Clause. (a1) It To the extent applicable, it is intended that the intention Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the parties Code, and that compensation the Plan and all Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In the event that any (i) provision of the Plan or benefits payable under this Agreement an Agreement, (ii) Award, payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan is determined by the Committee to not be subject comply with the applicable requirements of Section 409A of the Code, the Committee shall have the authority, but not the obligation, to take such actions and to make such changes to the additional tax imposed pursuant Plan or an Agreement as the Committee deems necessary to comply with such requirements. (2) No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Agreement upon a Termination of Employment will be made or provided unless and this Agreement shall be interpreted accordingly. To the extent until such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in termination is also a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Agreement to the contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code and at the Treasury Regulations thereunder. For claritytime of Termination of Employment with respect to an Award, if Executive ceases then solely to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate extent necessary to avoid the amount imposition of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be delayed to the extent required by Code and Section 409A(a)(2)(B)(i). In no event whatsoever shall the Treasury Regulations thereunderCompany be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. (d3) If Executive is a specified employee within The terms and conditions governing any Awards that the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would Committee determines will be subject to additional tax imposed Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Common Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. (4) Following a Change in Control, no action shall be taken under the Plan that will cause any Award that the Committee has previously determined is subject to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet fail to the requirements of Code comply in any respect with Section 409A shall be made not later than of the calendar year following Code without the calendar year in which written consent of the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable yearParticipant.

Section 409A Savings Clause. (a) It is Notwithstanding anything to the intention of contrary, the parties that compensation or benefits agree to the following terms and conditions with respect to consideration payable under this Agreement: a. This Agreement not shall be subject interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations thereunder. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. b. Any termination of your employment on the Separation Date is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is further intended that payments hereunder satisfy, to the additional tax imposed pursuant to greatest extent possible, the exemptions from the application of Section 409A of the Code (and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax any state law of similar effect) provided under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Treasury Regulations Section 1.409A-1(b)(4) (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation deferral”) and Section 1.409A-1(b)(4), 1.409A-1(b)(9) (as involuntary a “separation pay pursuant due to Treasury Regulation involuntary separation”). If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 1.409A-1(b)(9)(iii), as exempt reimbursements 409A of the Code would otherwise be payable or distributable under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall by reason of your separation from service during a period in which you are a “specified employee” of the Company, then (1) if the payment is a lump sum, your right to receive the payment will be construed accordingly. (c) For purposes delayed until the earlier of this Agreement, phrases such as “termination your death or the first day of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean the seventh month following your Section 409A “separation from service,” as defined in and (2) if the payment is payable over time, your right to receive any amounts otherwise payable within the six-month period immediately following your Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based will be delayed and accrued and such accrued amounts will be paid in a single lump sum on the date earlier of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a your death or the first day of the seventh month following your Section 409A “separation from service” .” c. All reimbursements and in-kind benefits provided under Section 409A of this Agreement that are includible in your federal gross taxable income shall, to the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be extent subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employeeCode, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” made or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the in accordance with requirements of Code Section 409A of the Code, and shall be made not later than subject to the calendar year following limitations (in addition to any others set forth in Section 3): (1) any reimbursement shall solely relate to expenses incurred prior to December 31, 2015, (2) the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year Terms of Transition, Separation and Consultancy may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided provided, in any other taxable calendar year, (3) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (4) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. d. Any right you have to a series of installment payments under this agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code and this Agreement shall be interpreted accordinglyCode. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 4(f) of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. 409A. In addition, payments or benefits pursuant to Section 5 4(f) shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee terminates employment but does not incur a “separation from service” under Code Section 409A, and the Company shall calculate the amount of cash does not pay any severance pay under or benefits to Executive at the time of his termination to comply with Section 5 based on the date of Executive’s state law employment termination409A, but such cash severance pay and benefits will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Section 409A Savings Clause. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (aas defined below) It is the intention of the parties that compensation or benefits will become payable under this Agreement until Executive has a “separation from service” within the meaning of Code Section 409A (“Separation from Service”). Further, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s termination (other than due to death), and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, constitute deferred compensation under Code Section 409A (together, the “Deferred Compensation Separation Benefits”), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Executive’s Separation from Service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s Separation from Service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his Separation from Service but prior to the six (6) month anniversary of his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In addition, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” or any other applicable exception to Code Section 409A shall not constitute Deferred Compensation Separation Benefits. The foregoing provisions are intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed pursuant under Section Code 409A, and any ambiguities herein will be interpreted to Section 409A of the Code so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement shall be interpreted accordingly. To the extent and to take such potential payments reasonable actions which are necessary, appropriate or benefits could become subject desirable to avoid imposition of any additional tax under such Section, the parties shall cooperate or income recognition prior to amend this Agreement with the goal of giving actual payment to Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be a separate payment for purposes of Code Section 409A and each payment made in installments shall be treated as a series of separate payments for purposes of Code Section 409A, to the extent permitted under applicable law. In addition, payments or benefits pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of employment,” when used to describe when cash severance payments may be made, shall be deemed to mean “separation from service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder. For clarity, if Executive ceases to be an employmee but does not incur a “separation from service” under Code Section 409A, the Company shall calculate the amount of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and the Treasury Regulations thereunder. (d) If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” that, absent the application of this Section 19(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not later than the calendar year following the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.409A.

Section 409A Savings Clause. (a) It This Agreement is intended to comply with the intention provisions of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) (and any regulations and guidelines issued thereunder) to the extent this Agreement is otherwise subject thereto, and this Agreement shall be interpreted accordinglyconsistent with the requirements of Section 409A of the Code or an applicable exception thereto. To the extent such potential payments If any compensation or benefits could become subject provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Executive, exert reasonable efforts to additional tax modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such Sectionstatutory provisions and without any diminution in the value of the payments to the Executive. The Severance Benefit is intended to be exempt from the requirements of Section 409A pursuant to the short term deferral and separation pay exceptions thereto. For purposes of Section 409A of the Code, the parties shall cooperate to amend this Agreement with Severance Benefit will only be paid upon the goal Executive’s “separation from service” within the meaning of giving Executive such term under Section 409A of the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Each Code, each payment or benefit made pursuant to Section 5 of this Agreement shall be deemed to be is a separate payment for purposes and a series of Code Section 409A and each payment made in installments shall installment payments will be treated as a series of separate payments for purposes payments. In no event may the Executive, directly or indirectly, designate the calendar year of Code Section 409Aa payment. In the event the Company determines that the Executive is a Specified Employee (as defined below), then to the extent permitted necessary to prevent taxation under applicable law. In additionSection 409A of the Code, any payments or benefits to be made to the Executive pursuant to Section 5 shall be exempt from the requirements of Code Section 409A to the maximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as exempt reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. delayed until at least six (c6) For purposes of this Agreement, phrases such as “months after the Executive’s termination of employment,” when used to describe when cash severance , and such payments may that would otherwise be made, payable during the six (6) month period following the Executive’s termination of employment shall be deemed to paid in a lump sum in the seventh month following such effective date of termination of employment. For purposes hereof, “Specified Employee” shall mean “separation from service,” as defined in any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code and the Treasury Regulations regulations promulgated thereunder. For clarityAll reimbursable expenses, if Executive ceases to any other reimbursements, and in kind benefits, including any third-party payments, provided under this Agreement (or any of the documents incorporated herein by reference) will be an employmee but does not incur a “separation from service” under Code Section 409A, made or provided in accordance with the Company shall calculate the amount requirements of cash severance pay under Section 5 based on the date of Executive’s state law employment termination, but such cash severance pay will only be paid at such time as Executive incurs a “separation from service” under Section 409A of the Code and Code. Notwithstanding any provision of this Agreement to the Treasury Regulations thereunder. (d) If Executive is a specified employee within contrary, in no event shall the meaning of Section 409A(a)(2)(B)(i) timing of the Code and would receive any payment sooner than 6 months after Executive’s “separation from service” thatexecution of the release described in Section IX.f., absent directly or indirectly, result in the application Executive designating the calendar year of this Section 19(d), would be payment of an amount that is subject to additional tax imposed pursuant Section 409A of the Code, and if a payment that is subject to execution of the release and is subject to Section 409A of the Code as a result of such status as a specified employeecould be made in more than one taxable year, then such payment shall instead be payable on the date that is five (5) days following the earliest to occur of (i) 6 months after Executive’s “separation from service,” or (ii) Executive’s death. (e) All taxable reimbursements provided hereunder that are deferred compensation subjet to the requirements of Code Section 409A shall be made not in the later than taxable year to the calendar year following extent required to comply with Section 409A of the calendar year in which the expense was incurred. Any such taxable reimbursements or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable yearCode.