Common use of Section 409A Clause in Contracts

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended that The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A and this Agreement will be construed to the Award greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will comply be construed in a manner that complies with Section 409A of to the Code (and any regulations and guidelines issued thereunder)extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it required to comply with Section 409A, the parties hereto will negotiate in good faith a termination of employment shall not be deemed to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, have occurred for purposes of any provision of this Agreement providing for the distribution payment of any Shares amounts or benefits upon or following a termination of employment that unless such termination is also a Separation from Service. Your right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (a separate and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Companydistinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Employee is deemed on Company at the date time of his or her “separation your Separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) Service to be a “specified employee” (within for purposes of Section 409A, and if any of the meaning payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, to the extent delayed commencement of Treas. Reg. Section 1.409A-1(i)), then with regard any portion of such payments is required in order to any payment that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to and the related adverse taxation under Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment payments shall not be made provided to you prior to the earlier earliest of (ia) the expiration of the six (6)-month six-month period measured from the date of the Employee’s “separation Separation from service,” or Service, (iib) the date of your death or (c) such earlier date as permitted under Section 409A without the Employee’s death (the “Delay Period”)imposition of adverse taxation. Upon the expiration of the Delay Period, all With respect to payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in installmentsthe second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided hereunder (or otherwise) that are not exempt from Section 409A, each such installment the following rules shall apply: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be deemed made on or before the last day of the taxable year following the taxable year in which the expense was incurred and (z) the right to be a separate payment for purposes of Section 409A. No action reimbursement or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company in-kind benefits shall not have any obligation be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeexchange for another benefit.

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with the requirements of Section 409A of the Code and the regulations thereunder (and any regulations and guidelines issued thereunder“Section 409A”), to the extent the Agreement and Award are subject thereto, and the Agreement shall in all respects be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary administered in order for it to comply accordance with Section 409A, the parties hereto will negotiate 409A. Notwithstanding anything in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of distributions may only be made under this Agreement providing upon an event and in a manner permitted by Section 409A or an applicable exemption. If the payment of severance benefits would otherwise be accelerated under this Agreement and paid in a lump sum upon a Change of Control, and such Change of Control is not a “change in control event” under Section 409A, such severance payments shall not be accelerated and shall instead be paid on the regularly scheduled payment date. Severance benefits provided under this Agreement are intended to be exempt from Section 409A under the “separation pay exception” to the maximum extent applicable. Further, any payments that qualify for the distribution of any Shares “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. All separation payments to be made upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall this Agreement may only be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of made upon a “separation from service” that is required to be delayed pursuant to under Section 409A(a)(2)(B) 409A. For purposes of the Code (after taking into account any applicable exceptions to such requirement)Section 409A, such each payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) hereunder shall be paid treated as a separate payment and the right to the Employee in a lump sum and any remaining series of payments due under this Agreement shall be paid treated as a right to a series of separate payments. With respect to payments that are subject to Section 409A, in no event may the Executive, directly or indirectly, designate the calendar year of a payment, and if a payment that is subject to execution of a Release Agreement could be made in more than one taxable year, payment will be made in the later taxable year. If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, such reimbursements or other in-kind benefits shall be made or provided in accordance with the normal payment dates specified for them herein. Whenever requirements of Section 409A. Notwithstanding the foregoing, although the Company has made every effort to ensure that the payments and benefits provided under this Agreement are to be made comply with Section 409A, in installments, each such installment no event shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to be liable for all or any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay portion of any taxes, interest penalties, interest, or penalties pursuant to other expenses that may be incurred by the Executive on account of non-compliance with Section 409A of the Code.409A.

Section 409A. It The following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to this Plan and this Grant Agreement are intended that this Agreement and the Award will to comply with or qualify for an exemption from Section 409A of the Code (and any regulations and guidelines issued thereunder“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and Award procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are subject thereto, necessary or appropriate to ensure that all PARSUs and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement dividend equivalent payments are made in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding qualifies for an exemption from, or complies with, Section 409A or mitigate any provision of this Agreement to the contraryadditional tax, for purposes of any provision of this Agreement providing for the distribution of any Shares upon interest and/or penalties or following a termination of employment other adverse tax consequences that is considered deferred compensation may apply under Section 409A; provided however, references that the Company makes no representations that the PARSUs or the dividend equivalents will be exempt from any taxes, interest, and/or penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to the Employee’s “termination PARSUs or the dividend equivalents. For the avoidance of employment” (doubt, the Employee hereby acknowledges and corollary terms) with agrees that neither the Company shall be construed to refer nor any Affiliate or Subsidiary will have any liability to the Employee’s Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any PARSUs or dividend equivalents that are considered non-qualified deferred compensation subject to Section 409A (“NQDC”) and the settlement of which is triggered by "separation from service” " (within the meaning of Treas. Reg. Section 1.409A-1(h)409A) with of a "specified employee" (as defined under Section 409A) shall be made on a date that is the Company. Notwithstanding any provision to earliest of (a) the contrary in this AgreementEmployee’s death, if (b) the Employee is deemed on specified settlement date, and (c) the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that which is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (one day following six months after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” . If the PARSUs or (ii) dividend equivalents are considered NQDC and the date of payment period contemplated in Sections 10 or 11 crosses a calendar year, the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum PARSUs or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement dividend equivalents shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesecond calendar year.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the Award will comply with Section 409A of the Code (and any regulations and guidelines guidance issued thereunder)thereunder and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment In the event that any provision of the this Agreement is necessary in order for it subject to but fails to comply with Section 409A, the parties hereto will negotiate in good faith to amend Company may revise the Agreement in a manner that preserves the original intent terms of the parties provision to correct such noncompliance to the extent reasonably possible. Notwithstanding permitted under any provision guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of this Agreement such noncompliance; provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to the contrary, comply with Section 409A. Solely for purposes of any provision determining the time and form of payments due the Executive under this Agreement providing for (including any payments due under Sections 3(c) or 5) or otherwise in connection with the distribution Executive’s termination of any Shares upon or following employment with the Company, the Executive shall not be deemed to have incurred a termination of employment that is considered deferred compensation under Section 409A, references to unless and until the Employee’s “termination of employment” (and corollary terms) with the Company Executive shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of incur a “separation from service” that is required to be delayed pursuant to within the meaning of Section 409A(a)(2)(B) of 409A. The parties agree, as permitted in accordance with the Code (after taking into account any applicable exceptions to such requirement)final regulations thereunder, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s a “separation from service,” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (ii40) the date percent of the Employeeaverage level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s death employment if Executive has been employed with the Company less than thirty-six (36) months at the “Delay Period”time of the Executive’s termination). Upon the expiration The determination of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable and when a separation from service has occurred shall be made in accordance with this subparagraph and in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum manner consistent with Treasury Regulation 1.409A-1(h). All reimbursements and any remaining payments due in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for them hereinreimbursement (and the in-kind benefits to be provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) 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 is incurred; and (iv) the right to reimbursement (or in-kind benefits) is not subject to set off or liquidation or exchange for any other benefit. Whenever For purposes of Section 409A, the Executive’s right to any installment payments under this Agreement are shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made in installmentswithin ninety (90) days following the date of termination”), each such installment the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A sole discretion of the CodeCompany.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision anything to the contrary in this Agreement, if at the Employee is deemed on time of the date of his or her “Executive’s separation from service” (within service with the meaning of Treas. Reg. Section 1.409A-1(h)) to be Company, the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (within the meaning of Treas. Reg. Section 1.409A-1(i)“Code”), then as determined by the Company in accordance with regard Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent any payment that is considered deferred compensation accelerated or additional tax under Section 409A payable on account of a “the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s separation from service” that is required to be delayed pursuant to service with the Company (or the earliest date permitted under Section 409A(a)(2)(B) 409A of the Code (after taking into account any applicable exceptions to such requirementCode), such payment shall not be made prior whereupon the Company will pay the Executive a lump-sum amount equal to the earlier cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. For purposes of (i) the expiration Section 409A of the six (6)-month period measured from Code, the date of the EmployeeExecutive’s right to receive any installment payments under this Agreement, including each payment made after a “separation from service,” will be considered as a right to receive a series of separate payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (iib) the date of the Employee’s death interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Delay PeriodSection 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. Upon In no event shall the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in Company be required to provide a single sum or in installments in the absence of such delay) shall be paid tax gross-up payment to Executive with respect to Section 409A Penalties. Notwithstanding anything to the Employee contrary in a lump sum this Agreement, in-kind benefits and any remaining payments due reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be paid promptly made to the Executive following such submission, but in accordance with no event later than December 31st of the normal payment dates specified for them hereincalendar year following the calendar year in which the expense was incurred. Whenever In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement are to may be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the Award will comply with Section 409A of the Code (and any regulations and guidelines guidance issued thereunder)thereunder and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment In the event that any provision of the this Agreement is necessary in order for it subject to but fails to comply with Section 409A, the parties hereto will negotiate in good faith to amend Company may revise the Agreement in a manner that preserves the original intent terms of the parties provision to correct such noncompliance to the extent reasonably possiblepermitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Notwithstanding Provided, however, that in no event whatsoever shall the Company be liable for any provision of this Agreement additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to the contrary, comply with Section 409A. Solely for purposes of any provision determining the time and form of payments due the Executive under this Agreement providing for (including any payments due under Sections 3(c) or 5) or otherwise in connection with the distribution Executive’s termination of any Shares upon or following employment with the Company, the Executive shall not be deemed to have incurred a termination of employment that is considered deferred compensation under Section 409A, references to unless and until the Employee’s “termination of employment” (and corollary terms) with the Company Executive shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of incur a “separation from service” that is required to be delayed pursuant to within the meaning of Section 409A(a)(2)(B) of 409A. The parties agree, as permitted in accordance with the Code (after taking into account any applicable exceptions to such requirement)final regulations thereunder, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s a “separation from service,” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (ii40) the date percent of the Employee’s death average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (the “Delay Period”36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum All reimbursements and any remaining payments due in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for them hereinreimbursement (and the in-kind benefits to be provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year, (iii) 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 is incurred, and (iv) the right to reimbursement (or in-kind benefits) is not subject to set off or liquidation or exchange for any other benefit. Whenever For purposes of Section 409A, the Executive’s right to any installment payments under this Agreement are shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made in installmentswithin ninety (90) days following the date of termination”), each such installment the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A sole discretion of the CodeCompany.

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with Section 409A (“Section 409A”) of the Internal Revenue Code (of 1986, as amended, or an exemption thereunder and any regulations will be construed and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis administered consistent with such this intent. If Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement event and in a manner that preserves the original intent of the parties complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary Separation from Service or as a short-term deferral will be excluded from Section 409A to the maximum extent reasonably possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “Separation from Service” as defined herein and accordance with Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). Notwithstanding any provision of anything in this Agreement to the contrary, for purposes of if any provision of this Agreement providing for payment or benefit provided to the distribution of any Shares upon or following Employee in connection with a termination of employment that is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if 409A and the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) determined to be a “specified employee” (within the meaning of Treas. Reg. under Section 1.409A-1(i))409A, then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall or benefit will not be made prior paid until the first payroll date to the earlier of (i) the expiration of occur following the six (6)-month period measured from the date 6) month anniversary of the Employee’s “separation from service,” termination of employment or, if earlier, upon his or (ii) the date of the Employee’s her death (the “Delay PeriodSpecified Employee Payment Date”), except to the extent otherwise permitted due application of an exclusion or exemption from such requirement. Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall Specified Employee Payment Date will be paid to the Employee Employee, without interest, in a lump sum and on the Specified Employee Payment Date and, thereafter, any remaining payments due will be paid without delay in accordance with their original schedule. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement shall be paid comply with Section 409A, and in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject no event will the Company to be liable for all or any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay portion of any taxes, interest penalties, interest, or penalties pursuant to other expenses that may be incurred by the Employee on account of non-compliance with Section 409A of the Code.409A.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)Code, to the extent the Agreement and Award are subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary and administered to be in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblecompliance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is unless Employee would be considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of have incurred a “separation from service” that is required from the Company within the meaning of Section 409A of the Code. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the six (6)-month Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period measured immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay PeriodCode, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid amounts reimburseable to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid to Employee on or before the last day of the year following the year in accordance with which the normal payment dates specified expense was incurred and the amount of expenses eligible for them hereinreimbursement (and in-kind benefits provided to Employee) during any one year may not effect amounts reimburseable or provided in any subsequent year. Whenever payments under this The Agreement are may be amended in any respect deemed by the Board or the Compensation Committee to be made necessary in installments, each such installment shall be deemed order to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to preserve compliance with Section 409A of the Code.

Section 409A. It is intended that the provisions of this Agreement and the Award will comply with with, or are exempt from, Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto409A, and the all provisions of this Agreement shall be construed and interpreted on in a basis manner consistent with such intent. If an amendment of the Agreement is necessary in order requirements for it to comply with avoiding taxes or penalties under Section 409A. Except as permitted under Section 409A, any deferred compensation (within the parties hereto will negotiate meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any PRSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to amend the Agreement in a manner that preserves the original intent of the parties be delayed pursuant to the extent reasonably possiblesix-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, for purposes in light of any provision the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement providing as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the distribution satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any Shares upon or following a termination of employment that is considered deferred compensation taxes and penalties under Section 409A), references to the Employee’s “termination of employment” (and corollary terms) with neither the Company nor any of its Affiliates shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect hold the Employee harmless from the obligation to pay any taxes, interest or penalties pursuant to Section 409A all of the Codesuch taxes or penalties.

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with Section 409A of the Code (or an exemption thereunder and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary construed and administered in order for it to comply accordance with Section 409A409A. Notwithstanding any other provision of this Agreement, the parties hereto will negotiate in good faith to amend the payments provided under this Agreement may only be made upon an event and in a manner that preserves the original intent of the parties complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent reasonably possible. Notwithstanding any provision For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to the contrary, for purposes of any provision of be made under this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall only be construed to refer to the Employee’s made upon a “separation from service” (under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Treas. Reg. Section 1.409A-1(h)) with 409A and the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) determined to be a “specified employee” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(i)409A(a)(2)(b)(i), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall not be made prior paid until the first payroll date to occur following the earlier of (i) the expiration six-month anniversary of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death Termination Date (the “Delay PeriodSpecified Employee Payment Date”). Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Specified Employee Payment Date shall be paid to the Employee Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments due under this Agreement shall be paid without delay in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codetheir original schedule.

Section 409A. It is intended The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and the Award will comply with any guidance promulgated under Section 409A of the Code (and any regulations and guidelines issued thereunder)collectively, “Section 409A”) so that none of the payments or benefits will be subject to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with additional tax imposed under Section 409A, the parties hereto and any ambiguities in this Agreement will negotiate be interpreted in good faith accordance with this intent. No payment or benefits to amend the Agreement in a manner that preserves the original intent of the parties be paid to the extent reasonably possible. Notwithstanding any provision Executive (including settlement of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment Company equity awards that is considered constitute deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his any, under this Agreement or her “otherwise, when considered together with any other severance payments or separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment benefits that is are considered deferred compensation under Section 409A payable on account of (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to be delayed pursuant to Section 409A(a)(2)(B) avoid the imposition of the Code (after taking into account any applicable exceptions additional tax imposed under Section 409A or to such requirement), such payment shall not be made otherwise avoid income recognition under Section 409A prior to the earlier actual payment of (i) the expiration any benefits or imposition of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”)any additional tax. Upon the expiration of the Delay PeriodEach payment, all payments delayed pursuant hereto (whether they would have otherwise been installment, and benefit payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are is intended to be made in installments, each such installment shall be deemed to be constitute a separate payment for purposes of U.S. Treasury Regulation Section 409A. No action or failure to act, pursuant to this Section 11 shall subject 1.409A-2(b)(2). In no event will any member of the Company to any claimGroup reimburse, liabilityindemnify, or expense, and hold harmless the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay Executive for any taxes, penalties and interest that may be imposed, or penalties pursuant to other costs that may be incurred, as a result of Section 409A of the Code.409A.

Section 409A. It is intended The Company intends that income realized by the Participant pursuant to the Plan and this Agreement and the Award will comply with not be subject to taxation under Section 409A of the Code (Code. The provisions of the Plan and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment and construed in favor of satisfying any applicable requirements of Section 409A of the Agreement Code. In the event that it is necessary in order for it to comply with reasonably determined by the Committee that, as a result of Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent 409A of the parties Code, any payment or delivery of Shares in respect of the Option may not be made at the time contemplated by the terms of the Plan or the this Agreement, as the case may be, without causing Participant to the extent reasonably possible. Notwithstanding any provision of this Agreement be subject to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation taxation under Section 409A409A of the Code, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed use reasonably commercial efforts to refer to the Employee’s “separation from service” (within the meaning make such payment or delivery of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed Shares on the date first day that would not result in the Participant incurring any tax liability under Section 409A of his or her “separation from service” (within the meaning of TreasCode. Reg. Section 1.409A-1(h)) to be If Participant is a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code (after taking into account any applicable exceptions to such requirementCode), such any payment and/or delivery of Shares in respect of the Option that are linked to the date of the Participant’s separation from service shall not be made prior to the earlier of (i) the expiration of the date which is six (6)-month period measured from 6) months after the date of the Employeesuch Participant’s “separation from service,” or (ii) service from the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay PeriodCompany, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid determined in accordance with Section 409A of the normal payment dates specified for them hereinCode and the regulations promulgated thereunder. Whenever payments under The Company, in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement are in order to be made in installments, each such installment shall be deemed conform to be a separate payment for purposes the applicable requirements of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for income realized by the Participant pursuant to the Plan or this Agreement. In any event, the Company shall be responsible for the payment of any applicable taxes on income realized by the Participant pursuant to the Plan or this Agreement.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409AAgreement, references to the Employee’s “termination employment will be deemed to have terminated on the date of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended that this This Agreement and the Award will Deferred Stock Units are intended to comply with the requirements of Section 409A and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A 409A. Notwithstanding any other provision of this Agreement, the Code (and any regulations and guidelines issued thereunder)Committee reserves the right, to the extent the Agreement and Award are subject theretoCommittee deems necessary or advisable, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it its sole discretion, to comply with Section 409A, the parties hereto will negotiate in good faith to unilaterally amend the Plan and/or this Agreement to ensure that all Deferred Stock Units are awarded and administered in a manner that preserves the original intent of the parties complies with Section 409A. If and to the extent reasonably possible. Notwithstanding any provision portion of this Agreement any payment, compensation or other benefit provided to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Participant in connection with termination of employment that service is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Company. Notwithstanding any provision to Participant hereby agrees that he is bound, such portion of the contrary in this Agreementpayment, if compensation or other benefit shall not be paid before the Employee day that is deemed on six months plus one day after the date of his or her “separation from service” service (within as determined under Section 409A (the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(iNew Payment Date”)), then with regard to any payment that is considered deferred compensation under except as Section 409A payable on account may then permit. The aggregate of a “separation from service” any payments that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior otherwise would have been paid to the earlier of (i) Participant during the expiration of the six (6)-month period measured from between the date of the Employee’s “separation from service,” or (ii) service and the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) New Payment Date shall be paid to the Employee Participant in a lump sum on such New Payment Date, and any remaining payments due under this Agreement shall will be paid in accordance with on their original schedule. Notwithstanding the normal payment dates specified for them herein. Whenever payments under this Agreement are foregoing, the Company, its Affiliates, Directors, Officers and Agents shall have no liability to the Participant, or any other party, if an Award that is intended to be made in installments, each such installment shall be deemed to be a separate payment for purposes of compliant with Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability409A is not so compliant, or expense, and for any action taken by the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeCommittee.

Section 409A. It is intended that This Agreement as well as payments and benefits under this Agreement and are intended to be exempt from, or to the Award will extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (and any regulations and guidelines issued thereunder“Section 409A”), and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possibleaccordance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any provision of payments under this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references which are subject to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of until the Limited Partner has incurred a “separation from service” that is required from the Partnership within the meaning of Section 409A. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration of extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month six-month period measured immediately following the Limited Partner’s separation from service shall instead be paid on the first business day after the date of that is six months following the EmployeeLimited Partner’s “separation from service,” or service (ii) or, if earlier, the Limited Partner’s date of the Employee’s death (the “Delay Period”death). Upon To the expiration of extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Limited Partner shall be paid to the Employee Limited Partner on or before the last day of the year following the year in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with which the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, expense was incurred and the Company shall amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not have affect amounts reimbursable or provided in any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesubsequent year.

Section 409A. It is intended the intention of the Company and the Executive that the provisions of this Agreement comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Award will Code. To the extent necessary to avoid imposition of any additional tax or interest penalties under Section 409A (such tax and interest penalties, a “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code; provided, that (a) the Executive shall be credited with interest in respect of such payment, distribution or benefit during such six-month period at the rate set forth in Section 12 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and (ii) in the event that the Company determines that any provision of this Agreement or any such plan or arrangement does not comply with Section 409A of the Code (or any such rules, regulations or guidance and any regulations and guidelines issued thereunder)that the Executive may become subject to a Section 409A Tax, to the extent the Agreement and Award are subject thereto, Company and the Agreement Executive shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend or modify such provision to avoid the Agreement in a manner application of such Section 409A Tax; provided, that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon such amendment or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” modification shall not (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment Executive shall not be made prior obligated to consent to any such amendment or modification that would) reduce the economic value to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence Executive of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeprovision.

Section 409A. It is intended The Company and the Executive intend that the payments and benefits provided for in this Agreement and either be exempt from Section 409A of the Award will comply Internal Revenue Code (the “Code”), or be provided in a manner that complies with Section 409A of the Code (Code, and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement ambiguity herein shall be interpreted on a basis so as to be consistent with such intentthe intent of this Section 9. If an amendment In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A of the Agreement is necessary in order Code or damages for it failing to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. 409A. Notwithstanding any provision of this Agreement anything contained herein to the contrary, for purposes of any provision all payments and benefits under Section 6 of this Agreement providing for shall be paid or provided only at the distribution time of any Shares upon or following a termination of the Executive’s employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s constitutes a “separation from service” (from the Company within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h1.409A-1(h)(1)) and the payment of the severance benefits to be made under Section 6 of this Agreement shall be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). Further, if at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding any provision anything to the contrary in this Agreement, if the Employee is deemed on the date of his in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) reimbursements to be a “specified employee” (within provided in any other calendar year, other than an arrangement providing for the meaning reimbursement of Treas. Reg. medical expenses referred to in Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B105(b) of the Code (after taking into account any applicable exceptions Code, and are not subject to such requirement), such payment shall not be made prior liquidation or exchange for another benefit. Notwithstanding anything to the earlier of (i) contrary in this Agreement, reimbursement requests must be timely submitted by the expiration Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the six (6)-month period measured from calendar year following the date calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the Employee’s “separation from service,” or (ii) calendar year following the date of calendar year in which the Employee’s death (the “Delay Period”)expense was incurred. Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they This paragraph shall only apply to in-kind benefits and reimbursements that would have otherwise been payable result in a single sum or in installments in the absence of such delay) shall be paid taxable compensation income to the Employee in a lump sum and any remaining Executive. Any tax gross-up payments due under contemplated by this Agreement shall be paid by the end of the calendar year next following the calendar year in accordance with which the normal payment dates specified for them hereinExecutive remits the related taxes to the applicable governmental entity. Whenever payments Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement are to may be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. It Notwithstanding any of the foregoing, it is intended that this Agreement and comply with, or be exempt from, the Award will comply with provisions of Section 409A of the Code (and any regulations and guidelines issued thereunder), that this Award not result in unfavorable tax consequences to the extent Participant under Section 409A of the Code. This Agreement will be administered and Award are subject thereto, and the Agreement shall be interpreted on in a basis manner consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with Company or any of its Subsidiaries for purposes of any provision of this Agreement providing for the distribution of any Shares and no payments shall be due to him or her under this Agreement which are payable upon his or following a her termination of employment that is until he or she would be considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of have incurred a “separation from service” from the Company or any of its Subsidiaries within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided to a “specified employee” pursuant to this Agreement during the six-month period immediately following the Participant’s termination of employment shall instead be paid within 30 days following the first business day after the date that is required six months following the Participant’s termination of employment with the Company or any of its Subsidiaries (or upon the Participant’s death, if earlier). In addition, for purposes of this Agreement, each amount to be delayed paid or benefit to be provided to the Participant pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be construed as a separate identified payment for purposes of Section 409A. No action or failure 409A of the Code. Notwithstanding any of the foregoing to actthe contrary, pursuant to this Section 11 shall subject the Company to any claimand its respective officers, liabilitydirectors, employees, or expenseagents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the Company foregoing shall not have any obligation liability for the failure of the terms of this Agreement as written to indemnify comply with, or otherwise protect be exempt from, the Employee from the obligation to pay any taxes, interest or penalties pursuant to provisions of Section 409A of the Code.

Section 409A. It is intended that the provisions of this Agreement and the Award will comply with with, or are exempt from, Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto409A, and the all provisions of this Agreement shall be construed and interpreted on in a basis manner consistent with such intent. If an amendment the requirements for avoiding taxes or penalties under Section 409A. Neither the Employee nor any of the Employee’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement is necessary in order for it to comply with any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the parties hereto will negotiate in meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to amend the Agreement in a manner that preserves the original intent of the parties be delayed pursuant to the extent reasonably possiblesix-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, for purposes in light of any provision the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement providing as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the distribution satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any Shares upon or following a termination of employment that is considered deferred compensation taxes and penalties under Section 409A), references to the Employee’s “termination of employment” (and corollary terms) with neither the Company nor any of its Affiliates shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect hold the Employee harmless from the obligation to pay any taxes, interest or penalties pursuant to Section 409A all of the Codesuch taxes or penalties.

Section 409A. It is intended that This Agreement, the Performance Share Units and payments made pursuant to this Agreement and the Award will are intended to comply with or qualify for an exemption from the requirements of Section 409A of the Code (“Section 409A”) and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any regulations and guidelines issued thereunder)other provision of this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement and Award to ensure that all Performance Share Units are subject thereto, and the Agreement shall be interpreted on awarded in a basis consistent with such intent. If an amendment of the Agreement is necessary in order manner that qualifies for it to comply exemption from or complies with Section 409A, provided, however, that the parties hereto will negotiate Company makes no undertaking to preclude Section 409A from applying to this Award of Performance Share Units. Any payments described in good faith to amend this Section 14(g) that are due within the Agreement “short term deferral period” as defined in a manner that preserves the original intent of the parties Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent reasonably possible. Notwithstanding any provision portion of this Agreement any payment, compensation or other benefit provided to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Participant in connection with his employment termination of employment that is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Company. Notwithstanding any provision to Participant hereby agrees that he is bound, such portion of the contrary in this Agreementpayment, if compensation or other benefit shall not be paid before the Employee day that is deemed on six months plus one day after the date of his or her “separation from service” service (within as determined under Section 409A (the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(iNew Payment Date”)), then with regard to any payment that is considered deferred compensation under except as Section 409A payable on account may then permit. The aggregate of a “separation from service” any payments that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior otherwise would have been paid to the earlier of (i) Participant during the expiration of the six (6)-month period measured from between the date of the Employee’s “separation from service,” or (ii) service and the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) New Payment Date shall be paid to the Employee Participant in a lump sum on such New Payment Date, and any remaining payments due under this Agreement shall will be paid in accordance with on their original schedule. Notwithstanding the normal payment dates specified for them herein. Whenever payments under this Agreement are foregoing, the Company, its Affiliates, Directors, Officers and Agents shall have no liability to a Participant, or any other party, if an Award that is intended to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liabilityexempt from, or expensecompliant with, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of is not so exempt or compliant, or for any action taken by the CodeCommittee.

Section 409A. It The intent of the Parties is intended that payments and benefits under this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)“Section 409A”) or are exempt therefrom and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered so as to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement and Award are subject thereto, would cause Executive to incur any additional tax or interest under Section 409A and the Agreement shall be interpreted on a basis consistent Company concurs with such intent. If an amendment of belief or the Agreement Company (without any obligation whatsoever to do so) independently makes such determination, the Company will, after consulting with Executive, reform such provision in a manner that is necessary in order for it economically neutral to the Company to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. The Parties hereby acknowledge and agree that (i) the payments and benefits due to Executive under Section 3 above are payable or provided on account of Executive’s “separation from service” within the meaning of Section 409A; and (ii) each installment of Severance Payment payable to Executive under Section 3(a) is intended to be treated as a separate payment for purposes of Section 409A that is exempt from Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the maximum extent reasonably possible, under the “short-term deferral” exemption of Treasury Regulation Section 1.409A-1(b)(4) and/or the “involuntary separation pay” exemption of Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that if Executive is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with determined by the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i))409A, then with regard to any payment under this Agreement that is considered nonqualified deferred compensation under subject to Section 409A payable on account will be paid no earlier than (1) the date that is six months after the date of a “Executive’s separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii2) the date of Executive’s death. In no event may Executive, directly or indirectly, designate the Employee’s death (the “Delay Period”). Upon the expiration calendar year of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due payment under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeAgreement.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the United States Internal Revenue Code of 1986, as amended (the "Code") and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A409A of the Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on the date of his or her “separation from service” (to be a "specified employee" within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) to be a “specified employee” (within of the meaning of Treas. Reg. Section 1.409A-1(i))Code, then with regard to any payment that is considered deferred compensation under Section 409A payable on account or the provisions of a “separation from service” any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “his "separation from service,” " (as such term is defined in Treasury Regulations issued under Section 409A), or (ii) the date of the Employee’s his death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant hereto to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee Executive in a lump sum sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be made in installmentsdelayed if the premiums therefor were paid by the Executive, each the Executive shall pay the full costs of premiums for such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject welfare benefits during the Company to any claim, liability, or expense, Delay Period and the Company shall not have any obligation pay the Executive an amount equal to indemnify or otherwise protect the Employee from amount of such premiums paid by the obligation to pay any taxes, interest or penalties pursuant to Section 409A of Executive during the CodeDelay Period promptly after its conclusion.

Section 409A. It is intended that This Agreement, the RSUs and payments made pursuant to this Agreement and the Award will are intended to comply with or qualify for an exemption from the requirements of Section 409A of the Code (“Section 409A”) and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any regulations and guidelines issued thereunder)other provision of this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement and Award to ensure that all RSUs are subject thereto, and the Agreement shall be interpreted on awarded in a basis consistent with such intent. If an amendment of the Agreement is necessary in order manner that qualifies for it to comply exemption from or complies with Section 409A, provided, however, that the parties hereto will negotiate Company makes no undertaking to preclude Section 409A from applying to this RSU award. Any payments described in good faith to amend this Section 13(g) that are due within the Agreement “short term deferral period” as defined in a manner that preserves the original intent of the parties Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent reasonably possible. Notwithstanding any provision portion of this Agreement any payment, compensation or other benefit provided to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Participant in connection with his employment termination of employment that is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Company. Notwithstanding any provision to Participant hereby agrees that he is bound, such portion of the contrary in this Agreementpayment, if compensation or other benefit shall not be paid before the Employee day that is deemed on six months plus one day after the date of his or her “separation from service” service (within as determined under Section 409A (the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(iNew Payment Date”)), then with regard to any payment that is considered deferred compensation under except as Section 409A payable on account may then permit. The aggregate of a “separation from service” any payments that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior otherwise would have been paid to the earlier of (i) Participant during the expiration of the six (6)-month period measured from between the date of the Employee’s “separation from service,” or (ii) service and the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) New Payment Date shall be paid to the Employee Participant in a lump sum on such New Payment Date, and any remaining payments due under this Agreement shall will be paid in accordance with on their original schedule. Notwithstanding the normal payment dates specified for them herein. Whenever payments under this Agreement are foregoing, the Company, its Affiliates, Directors, Officers and Agents shall have no liability to a Participant, or any other party, if the Award that is intended to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liabilityexempt from, or expensecompliant with, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of is not so exempt or compliant, or for any action taken by the CodeCommittee.

Section 409A. It If at any time Executive is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. as defined in Treasury Regulation Section 1.409A-1(i)), then with regard any amounts payable to any payment that is considered deferred compensation under Section 409A payable on account Executive by reason of a “separation from service” that is required Executive’s termination of employment pursuant to this Agreement or otherwise will be delayed pursuant to Section 409A(a)(2)(B) for a period of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from 6) months following the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Periodtermination, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) and shall instead be paid paid, without interest, to the Employee Executive in a lump sum on the first (1st) day of the seventh (7th) month following the date of termination. The amount of expenses for which Executive is eligible to receive reimbursement during any calendar year shall not affect the amount of expenses for which Executive is eligible to receive reimbursement during any other calendar year during the Employment Term, and any remaining payments due reimbursement payable in accordance with Section 5 will not be subject to liquidation or exchange for any other benefit. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code, as amended, and other guidance promulgated thereunder (“Section 409A”) and shall be interpreted, construed and administered in a manner consistent with that intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A, or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A upon the parties, provided that, notwithstanding the foregoing, the Company makes no representation that amounts payable under this Agreement will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to any amounts paid under this Agreement. Additionally, the Company intends that each right to payment made pursuant to this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be treated as a “separate payment payment” for purposes of the application of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It is intended that The amounts payable pursuant to this Agreement and the Award will comply with Section are intended to be exempt from section 409A of the Code and related U.S. treasury regulations or official pronouncements (“Section 409A”) and any regulations will be construed in a manner that is compliant with such exemption; provided, however, if and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the that any compensation payable under this Agreement is necessary determined to be subject to Section 409A, this Agreement will be construed in order for it to a manner that will comply with Section 409A, the parties hereto will negotiate in good faith to amend the and provided further, however, that no person connected with this Agreement in a manner that preserves the original intent of the parties any capacity, including but not limited to the extent reasonably possible. Notwithstanding Company and its affiliates, and their respective directors, officers, agents and employees, makes any provision of representation, commitment or guarantee that any tax treatment, including but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts payable or benefits provided under this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the CompanyAgreement. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on the date Termination Date or expiration of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) Term to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i))409A, then with regard any payments and benefits under this Agreement that are subject to any Section 409A and paid by reason of a termination of employment will be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date Termination Date or expiration of the Employee’s “separation from service,” Term, or (ii) the date of the EmployeeExecutive’s death (the “Delay Period”). Upon the expiration of Payments and benefits subject to the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum Period will be paid or in installments in the absence of provided to Executive without interest for such delay) . The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A. Any payments under this Agreement 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 paid excluded from Section 409A to the Employee in a lump sum and any remaining payments due maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codepayment.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the Award will comply with Section 409A of the Code (and any regulations and guidelines guidance issued thereunder)thereunder and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment In the event that any provision of the this Agreement is necessary in order for it subject to but fails to comply with Section 409A, the parties hereto will negotiate in good faith to amend Company may revise the Agreement in a manner that preserves the original intent terms of the parties provision to correct such noncompliance to the extent reasonably possiblepermitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Notwithstanding Provided, however, that in no event whatsoever shall the Company be liable for any provision of this Agreement additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to the contrary, comply with Section 409A. Solely for purposes of any provision determining the time and form of payments due the Executive under this Agreement providing for (including any payments due under Sections 3(c) or 5) or otherwise in connection with the distribution Executive’s termination of any Shares upon or following employment with the Company, the Executive shall not be deemed to have incurred a termination of employment that is considered deferred compensation under Section 409A, references to unless and until the Employee’s “termination of employment” (and corollary terms) with the Company Executive shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of incur a “separation from service” that is required to be delayed pursuant to within the meaning of Section 409A(a)(2)(B) of 409A. The parties agree, as permitted in accordance with the Code (after taking into account any applicable exceptions to such requirement)final regulations thereunder, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s a “separation from service,” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (ii40) the date percent of the Employeeaverage level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months (or the period of Executive’s death employment if Executive has been employed with the Company less than thirty-six (36) months at the “Delay Period”time of the Executive’s termination). Upon the expiration The determination of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable and when a separation from service has occurred shall be made in accordance with this subparagraph and in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum manner consistent with Treasury Regulation 1.409A-1(h). All reimbursements and any remaining payments due in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for them hereinreimbursement (and the in-kind benefits to be provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year; (iii) 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 is incurred; and (iv) the right to reimbursement (or in-kind benefits) is not subject to set off or liquidation or exchange for any other benefit. Whenever For purposes of Section 409A, the Executive’s right to any installment payments under this Agreement are shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made in installmentswithin ninety (90) days following the date of termination”), each such installment the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A sole discretion of the CodeCompany.

Section 409A. It is intended that this This Agreement and the Award will any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code Code, or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service (and any regulations and guidelines issued thereunder“Section 409A”), to the extent the Agreement and Award are subject theretoapplicable, and shall in all respects be administered in accordance with Section 409A; provided, that, for the Agreement avoidance of doubt, this provision shall not be interpreted construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on Executive as a basis consistent with such intent. If an amendment result of Section 409A. To the extent any provision or term of this Agreement is necessary in order for it ambiguous as to comply its compliance with Section 409A, the parties hereto provision or term will negotiate be read in good faith to amend the Agreement in such a manner so that preserves such provision or term and all payments hereunder comply with Section 409A. To the original intent of the parties extent Executive is a “specified employee” under Section 409A and solely to the extent reasonably possible. Notwithstanding any provision of this Agreement necessary to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation avoid taxation and/or penalties under Section 409A, references no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the Employee’s “termination of employment” six- (and corollary terms6) with the Company shall be construed to refer to the Employeemonth period following Executive’s “separation from service” (within the meaning of Treas. Reg. Treasury Regulation Section 1.409A-1(h)) with will be made before the Companyearlier of the date that is six (6) months after the date of separation or the date of Executive’s death. Notwithstanding Instead, any such deferred compensation shall be paid on the first business day following the earlier of the six- (6) month anniversary of Executive’s separation from service or the date of death of Executive. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision or term that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the contrary in extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, if solely to the Employee is extent necessary to avoid taxation and/or penalties under Section 409A, Executive shall not be deemed on the date of his or her “to have terminated employment unless and until a separation from service” service (within the meaning of Treas. Reg. Treasury Regulation Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treashas occurred. Reg. Section 1.409A-1(i)), then with regard to any Each payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(BSections 4(e) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) and 7 shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment for purposes of Section 409A. No action All reimbursements and in-kind benefits provided under this Agreement shall be made or failure to actprovided in accordance with the requirements of Section 409A, pursuant to including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Section 11 shall subject Agreement, (ii) the Company to any claim, liabilityamount of expenses eligible for reimbursement, or expensein-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 reimbursement of an eligible expense will be made not later than the last day of Executive’s taxable year following the taxable year in which such expense was incurred, and (iv) the Company shall right to reimbursement or in-kind benefits is not have any obligation subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeexchange for another benefit.

Section 409A. It is intended that If Executive becomes eligible for payments under this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s his “separation from service,” or (ii) within the date meaning of Section 409A of the Employee’s death Internal Revenue Code of 1986, as amended, (the “Delay PeriodCode”). Upon ) and Executive is a “specified employee” within the expiration meaning of Section 409A of the Delay PeriodCode, all as determined by Corporation, any portion of the payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of (A) Executive’s “annualized compensation” for the calendar year preceding Executive’s separation from service (in each case, as those terms are defined under Section 409A of the Code), or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurs, and which are not otherwise exempt from Section 409A of the Code, shall be accrued, without interest, and its payment delayed pursuant hereto (whether they would have otherwise been payable until the first day of the seventh month following Executive’s separation from service, or if earlier, Executive’s death, at which point the accrued amount will be paid in a single single, lump sum cash payment. Furthermore, Corporation shall not be required to make, and Executive shall not be required to receive, any severance or in installments in other payment or benefit under this Agreement at such time as the absence making of such delay) payment or the provision of such benefit or the receipt thereof shall be paid to the Employee result in a lump sum and tax to Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any remaining payments due particular tax effect to Executive under this Agreement. The parties agree that for purposes of Section 409A of the Code, the severance amounts payable under this Agreement shall be paid treated as a right to a series of separate payments. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in accordance a manner consistent with Section 409A of the Code. The Corporation and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes provisions of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is Payments made pursuant to the Plan and this Grant Agreement are intended that this Agreement and the Award will to comply with or qualify for an exemption from Section 409A of the Code (and any regulations and guidelines issued thereunder“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and Award procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it or appropriate to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement ensure that all RSUs are made in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding qualifies for an exemption from, or complies with, Section 409A or mitigate any provision of this Agreement to the contraryadditional tax, for purposes of any provision of this Agreement providing for the distribution of any Shares upon interest and/or penalties or following a termination of employment other adverse tax consequences that is considered deferred compensation may apply under Section 409A: provided however, references that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Employee hereby acknowledges and agrees that the Company will have no liability to the Employee’s “termination of employment” (and corollary terms) with Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company shall be construed to refer to with respect thereto. Any payments under this Grant Agreement, the Employee’s settlement of which is triggered by a “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. as defined under Section 1.409A-1(i)409A), then with regard to any payment shall be made on a date that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (ia) the expiration Employee’s death or (b) the later of the specified settlement date and the date which is six (6)-month period measured from months after the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to To the extent that the Agreement and Committee determines that any Award are granted under the Plan is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate Award Agreement evidencing such Award shall include the terms and conditions required by Section 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in good faith to amend the Agreement in a manner that preserves the original intent accordance with Section 409A. Notwithstanding any provision of the parties Plan to the extent reasonably possiblecontrary, in the event that following the Effective Date (as defined in 9 below), the Committee determines that any Award may be subject to Section 409A, the Committee may adopt such amendments to the Plan and the applicable Award Agreement, adopt other policies and procedures (including amendments, policies and procedures with retroactive effect) and/or take any other actions that the Committee determines are necessary or appropriate to preserve the intended tax treatment of the Award, including without limitation, actions intended to (i) exempt the Award from Section 409A, or (ii) comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Committee, the Partnership, the Company or any of their Affiliates to adopt any such amendment, policy or procedure or take any such other action, nor shall the Committee, the Partnership, the Company or any of their Affiliates have any liability for failing to do so. Notwithstanding any provision in the Plan to the contrary, the time of payment with respect to any Award that is subject to Section 409A shall not be accelerated, except as permitted under Treasury Regulation Section 1.409A-3(j)(4). Notwithstanding any provision of this Agreement Plan to the contrary, for purposes if a Participant is a “Specified Employee” within the meaning of any provision Section 409A as of this Agreement providing for the distribution date of any Shares upon or following a such Participant’s termination of employment and the Company determines, in good faith, that is considered deferred compensation immediate payment of any amounts or benefits under this Plan would cause a violation of Section 409A, references to then any amounts or benefits which are payable under this Plan upon the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the EmployeeParticipant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A that: (i) with the Company. Notwithstanding any provision are subject to the contrary in this Agreementprovisions of Section 409A; (ii) are not otherwise exempt under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service, if shall be paid as soon as practicable on the Employee first business day next following the earlier of: (1) the date that is deemed on six months and one day following the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” termination; or (ii2) the date of the EmployeeParticipant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codedeath.

Section 409A. It is intended that the provisions of this Agreement and the Award will comply with with, or are exempt from, Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto409A, and the all provisions of this Agreement shall be construed and interpreted on in a basis manner consistent with such intent. If an amendment of the Agreement is necessary in order requirements for it to comply with avoiding taxes or penalties under Section 409A. Except as permitted under Section 409A, any deferred compensation (within the parties hereto will negotiate meaning of Section 409A) payable to the Employee or for the Employee’s benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any RSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of the Employee’s separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to amend the Agreement in a manner that preserves the original intent of the parties be delayed pursuant to the extent reasonably possiblesix-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, for purposes in light of any provision the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement providing as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the distribution satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee’s account in connection with this Agreement (including any Shares upon or following a termination of employment that is considered deferred compensation taxes and penalties under Section 409A), references to the Employee’s “termination of employment” (and corollary terms) with neither the Company nor any of its Affiliates shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect hold the Employee harmless from the obligation to pay any taxes, interest or penalties pursuant to Section 409A all of the Codesuch taxes or penalties.

Section 409A. It is intended that Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and which is designated under this Agreement as payable upon your termination of employment shall be payable only upon your “separation from service” with the Award will comply with Company within the meaning of Section 409A of the Code (and a “Separation from Service”) and, except as otherwise provided under this paragraph, any regulations and guidelines issued thereunder)such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following your Separation from Service. Any installment payments that would have been made to you during the extent sixty (60) day period immediately following your Separation from Service but for the Agreement and Award are subject thereto, preceding sentence shall be paid to you on the sixtieth (60th) day following your Separation from Service and the Agreement remaining payments shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary made as provided in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblethis Agreement. Notwithstanding any provision of this Agreement herein to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with if you are deemed by the Company shall be construed to refer to at the Employee’s “separation time of your Separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) Service to be a “specified employee” (within the meaning for purposes of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code (after taking into account Code, to the extent delayed commencement of any applicable exceptions portion of the benefits to such requirement)which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment portion of your benefits shall not be made provided to you prior to the earlier of (iof(i) the expiration of the six (6)-month six-month period measured from the date of your Separation from Service with the Employee’s “separation from service,” Company or (ii) the date of the Employee’s death (the “Delay Period”)your death. Upon the first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments delayed deferred pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in to the absence of such delay) preceding sentence shall be paid to the Employee in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Agreement shall be paid in accordance with the normal payment dates specified for them as otherwise provided herein. Whenever payments To the extent that any reimbursements under this Agreement are subject to be made in installments, each such installment shall be deemed to be a separate payment for purposes the provisions of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, any such reimbursements payable to you shall be paid to you no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. Your right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with or be exempt from Section 409A of the Code (and together with any Department of Treasury regulations and guidelines other interpretive guidance that may be issued thereunder)after the Effective Date, “Section 409A”) and, to the extent the Agreement and Award are subject theretoapplicable, and the this Agreement shall be interpreted on a basis consistent in accordance with such intent. If an amendment Section 409A. However, notwithstanding any other provision of the Agreement is necessary in order for it Plan or this Agreement, if at any time the Company determines that the Units may be subject to comply with Section 409A, the parties hereto will negotiate Company shall have the right in good faith its sole discretion (without any obligation to amend do so or to indemnify the Agreement in a manner that preserves the original intent of the parties Participant or any other person for failure to do so) to adopt such amendments to the extent reasonably possible. Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate either for the Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding any provision of this Agreement the foregoing or anything contained herein to the contrary, no provision of the Plan or this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its affiliates. Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the extent that any provision Units are determined to constitute “nonqualified deferred compensation” within the meaning of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to then if the Employee’s Participant is a “termination of employmentspecified employee” (and corollary termswithin the meaning of Section 409A) with at the Company shall be construed to refer to the Employee’s time of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h409A)) with the Company. Notwithstanding any provision , then to the contrary in this Agreementextent required by Section 409A, if the Employee is deemed on any Units that otherwise would have been settled within 6 months after the date of his or her “such separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to service instead shall be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable settled on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from 6) months and one (1) day after the date of the EmployeeParticipant’s “separation from service,” or service and (ii) the date of the EmployeeParticipant’s death (death. Further, the “Delay Period”). Upon the expiration settlement of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall any Units may not be paid accelerated except to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of extent permitted by Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It is intended the intention of the Company and the Executive that the provisions of this Agreement and the Award will comply with Section 409A of the Code and the final regulations promulgated thereunder (including the transition rules thereof), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code and such final regulations. To the extent necessary to avoid imposition of any regulations additional tax or interest penalties under Section 409A (such tax and guidelines issued thereunderinterest penalties, a “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code, provided that (a) the Executive shall be credited with interest in respect of such payment, distribution or benefit during such six-month period at the rate set forth in Section 16 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the extent Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement and Award are subject thereto, in compliance with Section 409A of the Code and the final regulations promulgated thereunder and any other applicable rules, regulations or other guidance promulgated thereunder as in effect from time to time, (ii) in the event that the Company determines, after conducting a reasonable review, that any provision of this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to does not comply with Section 409A409A of the Code or any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the parties hereto will Company and the Executive shall negotiate in good faith to amend or modify such provision to avoid the Agreement application of such Section 409A Tax, provided that such amendment or modification shall not (and the Executive shall not be obligated to consent to any such amendment or modification that would) reduce the economic value to the Executive of such provision, and (iii) in the event that, notwithstanding the foregoing, the Executive is subject to a manner that preserves the original intent of the parties Section 409A Tax with respect to any such provision, then except to the extent reasonably possible. Notwithstanding any provision of this Agreement such Section 409A Tax is attributable to the contraryExecutive’s breach of the Executive’s obligations under the immediately preceding clause (ii), for purposes the Executive shall be entitled to receive an additional payment from the Company (a “409A Gross-Up Payment”) in an amount such that, after payment by the Executive of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” all taxes (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and any Section 409A Tax imposed upon the 409A Gross-Up Payment, the Executive retains an amount of the Code409A Gross-Up Payment equal to the Section 409A Tax imposed with respect to such provision. The provisions of Sections 8(c) and (d) shall apply mutatis mutandis to any claim by the Internal Revenue Service that, if successful, would give rise to a 409A Gross-Up Payment by the Company.

Section 409A. It is intended that The payments and benefits under this Agreement are intended to be exempt from (and if not exempt from, compliant with) the Award will comply with application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and any regulations and guidelines issued thereunder)this Agreement will be construed accordingly. Notwithstanding anything to the contrary herein, to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it required to comply with Section 409A, the parties hereto will negotiate in good faith a termination of employment shall not be deemed to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, have occurred for purposes of any provision of this Agreement providing for the distribution payment of any Shares amounts or benefits upon or following a termination of employment that unless such termination is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s also a “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company409A. Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on by the date Company at the time of his or her “Executive’s separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) service to be a “specified employee” (within for purposes of Section 409A, and if any of the meaning payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” subject to Section 409A then, to the extent delayed commencement of Treas. Reg. Section 1.409A-1(i)), then with regard any portion of such payments is required in order to any payment that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to and the related taxation under Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment payments shall not be made provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date of the Employee’s “separation from service,” or , (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Section 409A without the “Delay Period”)imposition of taxation thereunder. Upon With respect to payments to be made upon execution of an effective release, if the expiration release revocation period spans two calendar years, payment will be made in the second of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum two calendar years to the extent such amounts are “deferred compensation” under Section 409A and necessary to avoid taxation under Section 409A. Any taxable reimbursements due under the terms of this Agreement or in installments in any other agreement with the absence of such delay) Company shall be paid to no later than December 31 of the Employee year after the year in a lump sum which the expense is incurred, and any remaining payments due under this Agreement all taxable reimbursements and in-kind benefits shall be paid provided in accordance with Section 1.409A-3(i)(1)(iv) of the normal payment dates specified for them herein. Whenever payments regulations under Section 409A. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement or any payments or benefits hereunder are determined not to be made in installments, each such installment shall be deemed to be a separate payment for purposes of compliant with Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A

Section 409A. It is intended The Company intends that this all payments and benefits provided under the Agreement and or otherwise are exempt from, or comply with, the Award will comply with requirements of Section 409A so that none of the Code (and any regulations and guidelines issued thereunder), payments or benefits will be subject to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation additional tax imposed under Section 409A, references to and any ambiguities or ambiguous terms herein will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided until the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of Executive has a “separation from service” that is required within the meaning of Section 409A. Similarly, no severance payable to be delayed Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A(a)(2)(B409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not will be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s paid or otherwise provided until Executive has a “separation from service,” or (ii) within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which means that the Executive will receive payment on the date of that is 6 months and 1 day following the EmployeeExecutive’s separation from service, or, if earlier, the Executive’s death (such date, the “Delay PeriodDelayed Payment Date”). Upon the expiration of the Delay PeriodAll subsequent Deferred Payments, all payments delayed pursuant hereto (whether they would have otherwise been if any, will be payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. Whenever payments The Company reserves the right to amend the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under this Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under the Agreement are is intended to be made in installments, each such installment shall be deemed to be constitute a separate payment for purposes of U.S. Treasury Regulation Section 409A. No action or failure to act, pursuant to this Section 11 shall subject 1.409A-2(b)(2). In no event will any member of the Company Group be obligated to reimburse the Executive for any claim, liability, or expense, and taxes that may be imposed on the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Executive as a result of Section 409A of the Code.409A.

Section 409A. It is intended that The payments and benefits under this Agreement and the Award will comply with are intended to qualify for an exemption from application of Section 409A of the Code (and any regulations and guidelines issued thereunder), “Section 409A”) or comply with its requirements to the extent the Agreement and Award are subject theretonecessary to avoid adverse personal tax consequences under Section 409A, and the Agreement any ambiguities herein shall be interpreted on a basis consistent with such intentaccordingly. If an amendment of To the extent that any payment or benefit described in this Agreement is necessary in order for it to comply with constitutes “non-qualified deferred compensation” under Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties and to the extent reasonably possiblethat such payment or benefit is payable upon the termination of your employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Notwithstanding any provision of Anything in this Agreement to the contrarycontrary notwithstanding, for purposes if at the time of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “your separation from service” (within , the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be Company determines that you are a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i))409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or benefit that is you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation under Section 409A payable on account of a “separation from service” that is required subject to be delayed the 20 percent additional tax imposed pursuant to Section 409A(a)(2)(B409A(a) of the Code (after taking into account any applicable exceptions to such requirement)as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall will not be made prior to payable and such benefit will not be provided until the date that is the earlier of (iA) the expiration of the six (6)-month period measured from the date of the Employee’s “months and one day after your separation from service,” , (B) your death, or (iiC) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the date first payment will 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 Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been installments will be payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them hereintheir original schedule. Whenever payments under The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall constitute deferred compensation subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of but do not satisfy an exemption from, or the Code.conditions of, Section 409A.

Section 409A. It In the event that it is intended that this Agreement and reasonably determined by the Award will comply with Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations and guidelines issued or other pronouncements thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement is necessary in order for it or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to comply with be subject to income tax under Section 409A, the parties hereto Company will negotiate make such payment or provision of benefits on the first day that would not result in good faith to amend the Agreement in a manner that preserves the original intent of the parties Executive incurring any tax liability under Section 409A. Thus to the extent reasonably possiblethat at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. Notwithstanding any provision In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such payment or provision of benefits would, as a result, be subject to the contrarytax imposed by Section 409A; provided, for purposes of however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement providing for or any Company plan cannot be provided in the distribution of any Shares upon manner contemplated herein or following a termination of employment that is considered deferred compensation under the applicable plan without subjecting Executive to income tax under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed use its reasonable efforts, in good faith, to refer provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)Company) with the Company. Notwithstanding any provision to the contrary but in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to no event shall any payment that is considered deferred compensation under Section 409A payable or benefit be delayed longer than twelve (12) months on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) the provisions of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim16. WYETH By: Name: Xxxx X. Xxxxx Title: Senior Vice President, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.Human Resources By: Executive Date: Home Address:

Section 409A. It is intended that this Agreement Each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) sponsored or maintained by the Company and the Award will comply each ERISA Affiliate has been operated since January 1, 2005 in applicable operational compliance with Section 409A of the Code and applicable IRS guidance (together, “Section 409A”). Since January 1, 2009, each such nonqualified deferred compensation plan has been in documentary and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply operational compliance with Section 409A, including the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblefinal Treasury Regulations issued thereunder. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered No nonqualified deferred compensation under plan that was originally exempt from application of Section 409A, references to the Employee’s 409A has been “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from servicematerially modified” (within the meaning of TreasIRS Notice 2005-1) at any time after October 3, 2004. Reg. Except as set forth on Section 1.409A-1(h)2.12(i)(1) of the Company Disclosure Schedule, no compensation shall be includable in the gross income of any Company Employee as a result of the operation of Section 409A of the Code with the Company. Notwithstanding respect to any provision arrangements or agreements in effect on or prior to the contrary Effective Time. Except as set forth on Section 2.12(i)(2) of the Company Disclosure Schedule, to the extent required, the Company and each of its Subsidiaries has, in all material respects, properly reported and/or withheld and remitted on amounts deferred under any Company nonqualified deferred compensation plan subject to Section 409A of the Code. Except as set forth on Section 2.12(i)(3) of the Company Disclosure Schedule, there is no contract, agreement, plan or arrangement to which the Company or any of its ERISA Affiliates is a party, including the provisions of this Agreement, if covering any Company Employee, which individually or collectively is reasonably likely to require the Company or any of its ERISA Affiliates to pay a Tax gross up payment to, or otherwise indemnify or reimburse, any Company Employee for Tax-related payments under Section 409A, give rise to a Company, Acquiror, or Subsidiary Tax or other penalty or reporting obligations under Section 409A of the Code. No Company Option or other Company stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) or other equity of the Company (y) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, or (z) has been granted after December 31, 2004, with respect to any class of stock of the Company that is deemed on the date of his or her not “separation from serviceservice recipient stock” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation applicable regulations under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement409A), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended that the provisions of this Agreement and the Award will comply with Section 409A of the Internal Revenue Code of 1986, as amended (and any regulations and guidelines issued thereunder“Section 409A”), to the extent the Agreement and Award are subject thereto, and the all provisions of this Agreement shall be construed and interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves consistent with the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, requirements for purposes of any provision of this Agreement providing for the distribution of any Shares upon avoiding taxes or following a termination of employment that is considered deferred compensation penalties under Section 409A409A. If, references to at the Employee’s “termination time of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “your separation from service” service (within the meaning of Treas. Reg. Section 1.409A-1(h409A), (a) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” you shall be a specified employee (within the meaning of Treas. Reg. Section 1.409A-1(h)409A and using the identification methodology selected by the Company from time to time) to be and (b) the Company shall make a good faith determination that an amount payable under this Agreement or any other plan, policy, arrangement or agreement of or with the Company (this Agreement and such other plans, policies, arrangements and agreements, the “specified employee” Company Plans”) constitutes deferred compensation (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any 409A) the payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A(a)(2)(B) of 409A in order to avoid taxes or penalties under Section 409A, then the Code (after taking into account any applicable exceptions to such requirement), such payment Company shall not be made prior to pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the earlier of (i) the expiration first day of the six (6)-month period measured from the date of the Employee’s “seventh month following such separation from service,” service or (ii) the date your death. For purposes of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installmentsSection 409A, each such installment shall payment hereunder will be deemed to be a separate payment for purposes as permitted under Treas. Reg. Section 1.409A-2(b)(2)(iii). Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A. No action 409A) payable to or failure to act, pursuant to this Section 11 shall subject the for your benefit under any Company to any claim, liabilityPlan may not be reduced by, or expenseoffset against, any amount owing by you to the Company. Except as specifically permitted by Section 409A, the benefits and reimbursements provided to you under this Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to you under the relevant section of this Agreement or Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the underlying fee, cost or expense is incurred. Notwithstanding the preceding, the Company shall not have any obligation to indemnify or otherwise protect makes no representations concerning the Employee from the obligation to pay any taxes, interest or penalties pursuant to tax consequences of your participation in this Agreement under Section 409A or any other Federal, state or local tax law. Your tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to the Coderelevant facts and circumstances. You should consult a competent and independent tax advisor regarding the tax consequences of this Agreement.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award If you are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” within the meaning set forth in the document entitled “409A: Policy of X.X. Xxxxxxxxx & Sons Company and its Affiliates Regarding Specified Employees” on your Termination Date, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to Code Section 409A as a result of your Separation from Service shall not be paid until the earlier of (x) the first business day of the sixth month occurring after the month in which the Termination Date occurs and (y) the date of your death. Notwithstanding the immediately preceding sentence, amounts payable to you as a result of your Separation from Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year prior to the year in which the date of your Separation from Service occurs and (ii) the maximum amount that may be taken into account under Code Section 401(a)(17) in the year in which the date of your Separation from Service occurs may be paid as otherwise scheduled. If any compensation or benefits provided by this letter may result in the application of Code Section 409A, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under Code Section 409A in the least restrictive manner necessary in order to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under such Code Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in order to comply with the absence provisions of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under Code Section 409A. By signing this Agreement shall be you acknowledge that if any amount paid in accordance with or payable to you becomes subject to Code Section 409A, you are solely responsible for the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be of any taxes and interest due as a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Coderesult.

Section 409A. It The Restricted Stock Units and issuance of Shares thereunder are intended to comply with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan or both, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 10 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is intended that this Agreement and to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Award will comply Committee with Section 409A respect thereto. Further, settlement of any portion of the Code (and any regulations and guidelines issued thereunder), Restricted Stock Units that is deferred compensation may not be accelerated or postponed except to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with permitted by Code Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It This Award Agreement is intended that this Agreement and the Award will to comply with Section 409A of the Code (or an exemption thereunder and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be construed and interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves is consistent with the original intent of the parties requirements for avoiding additional taxes or penalties under Section 409A. Any distribution pursuant to this Award Agreement that is subject to the extent reasonably possible. Notwithstanding any provision requirements of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares Section 409A may only be made in a manner and upon or following a an event permitted by Section 409A. Payments upon termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall Continuous Service may only be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, neither the Company nor any Related Entity makes any representations that the payments and benefits provided under this Award Agreement comply with Section 409A and in no event shall the Company or any Related Entity be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Notwithstanding anything to the contrary herein, if the Participant is a “specified employee” as defined in Section 409A, in the case of a distribution of Shares due to any termination, other than due to death, to the extent required to be delayed pursuant to avoid incurring taxes under Section 409A(a)(2)(B409A, the distribution of Shares (and any Dividend Equivalent Rights) in respect of the Code (after taking into account any applicable exceptions to such requirement), such payment vested Units shall not be made prior to occur until the earlier of date which is six months following the Termination Date (i) or, if earlier, upon the expiration death of the six (6)-month period measured from Participant). Upon a distribution of Shares as provided herein, the Company shall cause the Shares then being distributed to be registered in the Participant’s name. From and after the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence receipt of such delay) distribution, the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall be paid have full rights of transfer or resale with respect to the Employee in a lump sum such Shares subject to applicable Company policies and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, state and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codefederal regulations.

Section 409A. It The payments pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement is intended that this Agreement to be interpreted and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), operated accordingly to the fullest extent the Agreement and Award are subject theretopossible; provided, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409Ahowever, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision notwithstanding anything to the contrary in this Agreement, if in no event shall the Employee is deemed on Company be liable to you for or with respect to any taxes, penalties or interest which may be imposed upon you pursuant to Section 409A. In accordance with the preceding sentences, the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of which a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B409A (“Separation from Service”) occurs shall be treated as the termination of employment date for purposes of determining the Code timing of payments under this Agreement to the extent necessary to have such payments under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. To the extent that any payments pursuant to this Agreement constitute “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exceptions exemptions) (a “409A Payment”) treated as payable upon Separation from Service, then, if you are a “Specified Employee” pursuant to Section 409A on the date of your Separation from Service, then to the extent required for you not to incur additional taxes pursuant to Section 409A, no such requirement), such payment 409A Payment shall not be made prior to before the earlier of (i) the expiration of the six (6)-month period measured 6 months after your Separation from the date of the Employee’s “separation from service,” Service, or (ii) the date of your death. Should the Employee’s death preceding sentence result in payments to you at a later time than otherwise would have been made under this Agreement, on the first day any such payments may be made without incurring additional tax pursuant to Section 409A (the “Delay Period409A Payment Date”). Upon , the expiration of the Delay Period, all Company shall make such payments delayed pursuant hereto (whether they provided that any amounts that would have otherwise been payable in a single sum or in installments in paid earlier but for the absence application of such delay) this paragraph shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with on the normal payment dates specified for them herein409A Payment Date. Whenever payments under this Agreement are to be made in installmentsFor purposes of Section 409A, each such payment installment shall be deemed to be treated as a separate payment for purposes payment. The parties agree to cooperate to minimize the impact of Section 409A. No action or failure 409A without materially changing the economic value of this Agreement to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeeither party.

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any regulations other provision of this Agreement, payments provided under this Agreement may only be made upon an event and guidelines issued thereunder), in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent the Agreement and Award are subject theretopossible. For purposes of Section 409A, and the each installment payment provided under this Agreement shall be interpreted on treated as a basis consistent with such intentseparate payment. If an amendment Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Agreement is necessary in order for it to comply with Section 409A, and in no event shall the parties hereto will negotiate in good faith to amend the Agreement in a manner Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that preserves the original intent may be incurred by Executive on account of the parties to the extent reasonably possible. non-compliance with Section 409A. Notwithstanding any other provision of this Agreement Agreement, if any payment or benefit provided to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Executive in connection with Executive’s termination of employment that is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee 409A and Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) determined to be a “specified employee” (within as defined in Section 409A(a)(2)(b)(i) of the meaning of Treas. Reg. Section 1.409A-1(i)Code), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall not be made prior to paid until the earlier of (i) first payroll date following the expiration six-month anniversary of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the EmployeeTermination Date or, if earlier, on Executive’s death (the “Delay PeriodSpecified Employee Payment Date”). Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Specified Employee Payment Date shall be paid to the Employee Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments due shall be paid without delay in accordance with their original schedule. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be paid provided in accordance with the normal payment dates specified following: (a) the amount of expenses eligible for them herein. Whenever payments reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (c) any right to reimbursements or in-kind benefits under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeexchange for another benefit.

Section 409A. It is intended that this Agreement and the Award will comply with For purposes of Section 409A of the Code (and any regulations and guidelines issued thereunder“Section 409A”), it is intended that amounts payable pursuant to this Restricted Stock Unit Agreement qualify for the extent the Agreement and Award are subject short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, and the all provisions of this Award Agreement shall be construed and interpreted on in a basis manner consistent with such intentexception. If an amendment In the event that it is determined that any amounts payable pursuant to this Restricted Stock Unit Agreement do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of the this Restricted Stock Unit Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the and all provisions of this Restricted Stock Unit Agreement shall be construed and interpreted in a manner that preserves consistent with the original intent of the parties to the extent reasonably possiblerequirements for avoiding taxes or penalties under Section 409A and any similar state or local law. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation Except as permitted under Section 409A, references to the Employee’s any amounts payable hereunder that constitute “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from servicenonqualified deferred compensation” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A) with the Company. Notwithstanding may not be reduced by, or offset against, any provision amount owing by Participant to the contrary Company or any of its affiliates. To the extent required by Section 409A, any amounts payable hereunder that constitute nonqualified deferred compensation payable or provided to Participant upon a termination of employment or Change in this AgreementControl, if the Employee is deemed on the date of his as applicable, shall only be paid or her “provided to Participant upon Participant’s separation from service” service (within the meaning of TreasSection 409A) or an event described in Section 409A(a)(2)(v) of the Code, respectively. Reg. Section 1.409A-1(h)) Notwithstanding any other provision of this Restricted Stock Unit Agreement to be the contrary, if Participant is a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)409A, as determined in accordance with the methodology established by the Company), then with regard to any payment amounts that constitute nonqualified deferred compensation that otherwise would be payable by reason of Participant’s separation from service during the six-month period immediately following such separation from service shall instead be paid or provided on the first business day following the date that is considered deferred compensation under six months following Participant’s separation from service or any earlier date permitted by Section 409A payable 409A. If Participant dies following the separation from service and prior to the payment of any amounts delayed on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) amounts shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with personal representative of Participant’s estate within 30 days following the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes date of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeParticipant’s death.

Section 409A. It is intended the intention of HRG and Employee that this Agreement and the Award will comply with the requirements of Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject theretoInternal Revenue Code, and the this Agreement shall will be interpreted on in a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it manner intended to comply with or be exempt from Section 409A, the parties hereto will 409A. HRG and Employee agree to negotiate in good faith to amend the make amendments to this Agreement in a manner that preserves the original intent of as the parties mutually agree are necessary or desirable to avoid the extent reasonably possibleimposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Employee in connection with this Agreement (including any taxes and penalties under Section 409A), and neither HRG nor any affiliate shall have any obligation to indemnify or otherwise hold Employee (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding any provision of anything in this Agreement agreement to the contrary, for purposes in the event that Employee is deemed to be a “specified employee” within the meaning of any provision of this Agreement providing for Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Employee prior to the distribution of any Shares upon or following a termination of employment date that is considered deferred compensation under Section 409A, references to six (6) months after the Employee’s “termination date of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within as defined in Section 409A) or, if earlier, Employee’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the meaning earliest permissible payment date. For purposes of TreasSection 409A, each of the payments that may be made under this agreement are designated as separate payments. Reg. For purposes of this agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 1.409A-1(h)409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the Company. Notwithstanding any provision requirements of Section 409A relating to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended The Company intends that this all payments and benefits provided under the Agreement and or otherwise are exempt from, or comply with, the Award will comply with requirements of Section 409A so that none of the Code (and any regulations and guidelines issued thereunder), payments or benefits will be subject to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation additional tax imposed under Section 409A, references to and any ambiguities or ambiguous terms herein will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided until the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of Executive has a “separation from service” that is required within the meaning of Section 409A. Similarly, no severance payable to be delayed the Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A(a)(2)(B409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) of will be paid or otherwise provided until the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s Executive has a “separation from service,” or (ii) within the meaning of Section 409A. If, at the time of the Executive’s separation from service, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which means that the Executive will receive payment on the date of that is six months and one day following the EmployeeExecutive’s separation from service, or, if earlier, the Executive’s death (such date, the “Delay PeriodDelayed Payment Date”). Upon the expiration of the Delay PeriodAll subsequent Deferred Payments, all payments delayed pursuant hereto (whether they would have otherwise been if any, will be payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. Whenever payments The Company reserves the right to amend the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under this Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under the Agreement are is intended to be made in installments, each such installment shall be deemed to be constitute a separate payment for purposes of U.S. Treasury Regulation Section 409A. No action or failure to act, pursuant to this Section 11 shall subject 1.409A-2(b)(2). In no event will any member of the Company Group be obligated to reimburse the Executive for any claim, liability, or expense, and taxes that may be imposed on the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Executive as a result of Section 409A of the Code.409A.

Section 409A. It is intended the intent of the parties that all payments and benefits under this Agreement and the Award will shall comply with Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder“Section 409A”), to the extent the Agreement and Award are subject thereto, and to the maximum extent permitted, this Agreement shall be interpreted on and administered to be in compliance with Section 409A or an exception thereto. Notwithstanding anything in this Agreement to the contrary, Executive shall not be considered to have terminated employment with the Employer for purposes of any payments under this Agreement that are subject to Section 409A until Executive has had a basis consistent with such intent“separation from service” from Employer (as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)). If an amendment Each amount to be paid or benefit to be provided under this Agreement shall be treated as a “separate payment” for purposes of Section 409A. To the Agreement is necessary extent required in order for it to comply with avoid accelerated taxation and penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided during the parties hereto will negotiate in good faith to amend six (6) month period immediately following Executive’s “separation from service” shall instead be paid on the Agreement in a manner that preserves the original intent first business day of the parties to seventh month following Executive’s separation from service (or, if earlier, Executive’s death). To the extent reasonably possiblerequired to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits to Executive) during one year shall not affect amounts reimbursable or provided in any subsequent year. Nothing in this Section 6(l) shall prohibit Employer or Executive from making use of any Section 409A exemption that may be applicable to a payment or benefit under this Agreement. Notwithstanding any other provision of this Agreement to the contrary, for purposes neither the time nor schedule of any provision of payment under this Agreement providing for may be accelerated or subject to further deferral except as permitted by Section 409A and the distribution applicable regulations. Executive does not have any right to make any election regarding the time or form of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall except as permitted by Section 409A and the applicable regulations. Employer makes no representation that any or all of the payments described in this Agreement will be paid in accordance exempt from or comply with Section 409A. Executive acknowledges that Employer has advised Executive to seek his own counsel with respect to the normal payment dates specified for them herein. Whenever federal, state, or local tax treatment of any payments or benefits under this Agreement, including the treatment of payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It is intended that the payments and benefits provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code. This Agreement shall be construed, administered and governed in a manner that affects such intent. For purposes of Section 409A of the Award will 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 payments. Further, if the twenty-eight (28)-day period during which Executive’s Release must become effective and irrevocable in accordance with its terms pursuant to Section 1 or Section 2 of this Agreement begins in one calendar year and ends in the next calendar year, then, to the extent required to comply with Section 409A of the Code Code, any payment to be made under Section 1 or Section 2 of this Agreement following the effectiveness and irrevocability of such Release will be made (and or commence) in the second calendar year. In no event will any regulations and guidelines issued thereunder), in-kind benefits or reimbursements to which Executive may be entitled under this Agreement be provided after the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment end of the second calendar year following the year of Executive’s Separation from Service. The payments and benefits provided under this Agreement is necessary in order for it to comply with Section 409Amay not be deferred, the parties hereto will negotiate in good faith to amend the Agreement accelerated, extended, paid out or modified in a manner that preserves would result in the original intent imposition of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation an additional tax under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”)upon Executive. Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject Although the Company will use its best efforts to any claim, liability, or expense, and avoid the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxesimposition of taxation, interest or and penalties pursuant to under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement.

Section 409A. It Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the Company is intended that the payments under this Agreement and the Award will comply with be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) under the “short-term deferral exception” and any regulations and guidelines issued thereunder), to the maximum extent the Agreement and Award are subject thereto, and permitted the Agreement shall be limited, construed and interpreted on a basis consistent in accordance with such intent. If an amendment The Company intends that the performance conditions applicable to the Performance-Based RSUs relate to the Company’s business activities and/or organizational goals within the meaning of Treas. Reg. 1.409A-1(d)(1). In no event whatsoever shall the Agreement is necessary in order Company or its affiliates or their respective officers, directors, employees or agents be liable for it any additional tax, interest or penalties that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A, 409A. Notwithstanding the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding foregoing or any other provision of this Agreement to the contrary, for purposes if at the time of the Participant’s separation from service (as defined in Code Section 409A), the Participant is a “Specified Employee,” then the Company will defer the payment or commencement of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered nonqualified deferred compensation under Section 409A, references subject to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “upon separation from service” service (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is required to six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be delayed pursuant to Section 409A(a)(2)(B) of paid in a lump sum on the Code (day after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month 6) month period measured from or such shorter period, if applicable). The Participant will be a “Specified Employee” for purposes of this Agreement if, on the date of the EmployeeParticipant’s “separation from service,, the Participant is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” or (ii) within the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum meaning and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them hereinTreasury Regulation Section 1.409A-1(i). Whenever payments under this Agreement are The Company shall determine in its sole discretion all matters relating to be made in installments, each such installment shall be deemed to be who is a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, “Specified Employee” and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A application of and effects of the Codechange in such determination.

Section 409A. It This Agreement is intended that this Agreement and to satisfy the Award will comply with requirements of Section 409A of the Code (with respect to amounts, if any, subject thereto and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis and construed and shall be performed by the parties consistent with such intent. If an amendment The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Company shall have the right to defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement is to the contrary, to the extent necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent receipt of the parties to the extent reasonably possible. Notwithstanding any provision of benefits under this Agreement to the contrary, for purposes as a result of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed subject to refer to satisfaction of the Employee’s condition precedent that the Participant undergo a “separation from service” (within the meaning of Treas. Reg. Treasury Regulation Section 1.409A-1(h)) with the Companyor any successor thereto. Notwithstanding any provision to the contrary in this AgreementIn addition, if the Employee Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. that term under Section 1.409A-1(i))409A(a)(2)(B) of the Code, then with regard to any payment that is considered deferred compensation under Section 409A payable on account or the provisions of a “separation from service” any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)Code, such payment shall not be made or provided prior to the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of the EmployeeParticipant’s “separation from service,” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), or (ii) the date of the EmployeeParticipant’s death (the “Delay Period”). Upon Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant hereto to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee Participant in a lump sum sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made Except as provided in installmentsthe immediately preceding sentence, each such installment in no event shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A settlement of the CodeRSUs occur later than March 15 of the year after the year in which such RSUs become vested.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision anything to the contrary in this Agreement, if the Employee Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within as defined and applied in Section 409A) as of the meaning Date of Treas. Reg. Section 1.409A-1(i))Termination, then with regard to the extent any payment that is considered under this Agreement constitutes deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions exemptions under Section 409A) and to the extent required by Section 409A, the Executive shall instead receive such requirement), such payment shall not be made prior to payments (including settlement of equity awards) on the earlier of (ia) the expiration first day following the six-month anniversary of the six Date of Termination, or (6)-month period measured from b) the Executive’s date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Perioddeath, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee extent such delay is otherwise required in order to avoid a lump sum and any remaining payments due prohibited distribution under Section 409A. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” Further, to the extent the payments contemplated under Section 2(b) constitute deferred compensation and the 65-day payment period described in Section 2(b) spans two calendar years, then the payments contemplated thereunder shall be paid in accordance with the normal payment dates specified for them hereinsecond calendar year. Whenever payments under this Agreement are to be made in installmentsIn addition, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure 409A, payments shall be deemed exempt from Section 409A to actthe full extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4) and (with respect to amounts paid no later than the second calendar year following the calendar year containing the Date of Termination) the “two-years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), pursuant which are hereby incorporated by reference. Notwithstanding anything to the contrary in this Section 11 shall subject Agreement, the Company to any claim, liabilitymay amend the Agreement, or expensetake any other actions, as deemed necessary or appropriate to (a) exempt any payment or benefit under the Agreement from Section 409A and/or preserve the intended tax treatment of the payments or benefits under the Agreement, or (b) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under such Section, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement shall provide a basis for any person to take action against the Company based on matters covered by Section 409A, including the tax treatment of any payment or benefit under the Agreement, and the Company shall not under any circumstances have any obligation liability to indemnify the Executive, his estate or otherwise protect the Employee from the obligation to pay any other party for any taxes, penalties or interest due on any payment or benefit under this Agreement, including taxes, penalties pursuant to or interest imposed under Section 409A of the Code.409A.

Section 409A. It Notwithstanding the other provisions hereof, this Agreement is intended that this Agreement and the Award will to comply with or otherwise be exempt from the requirements of Section 409A of the Code (and any the regulations and guidelines issued thereunderadministrative guidance promulgated thereunder (“Section 409A”), to the extent the Agreement and Award are subject theretoapplicable, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to avoid any taxes or penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with or otherwise be exempt from Section 409A. No interest will be payable with respect to any amount paid within a time period permitted by, or delayed because of, Section 409A. All payments to be made upon a termination of the Participant’s employment under this Agreement that constitute deferred compensation for purposes of Section 409A may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. Any amount payable to the parties hereto will negotiate in good faith Participant pursuant to amend this Agreement during the Agreement in a manner that preserves six (6) month period immediately following the original intent date of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Participant’s termination of employment that is considered deferred compensation not otherwise exempt from Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A, references to ) stock is publicly-traded on an established securities market or otherwise and the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(i)409A), then with regard the Company shall postpone the commencement of the payment of Excess Amount for six (6) months following the date of the Participant’s termination of employment. The delayed Excess Amount shall be paid in a lump sum to any payment the Participant on the Company’s first normal payroll date following the date that is considered deferred compensation under Section 409A payable on account six (6) months following the date of a “separation from service” the Participant’s termination of employment. If the Participant dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed pursuant to on account of Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Excess Amount shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with Participant’s estate within sixty (60) days after the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeParticipant’s death.

Section 409A. It is intended The parties intend that this Agreement and the Award will comply be administered in accordance with Section 409A of the Code (and any regulations and guidelines issued thereunder), to 409A. To the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment that any provision of the this Agreement is necessary in order for it ambiguous as to comply its compliance with Section 409A, the parties hereto will negotiate provision shall be read in good faith to amend the Agreement in such a manner so that preserves all payments hereunder are either exempt or comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, as may be necessary to be exempt from or fully comply with Section 409A in order to preserve the original intent of the parties payments and benefits provided hereunder without additional cost to the extent reasonably possibleeither party. Notwithstanding The Company makes no representation or warranty and shall have no liability to Executive or any provision other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A. Notwithstanding anything contained herein to the contrary, for purposes of any provision of this Agreement providing for to the distribution of any Shares upon or following a termination of employment that is considered deferred compensation extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, references Executive shall not be considered to the Employee’s “termination of employment” (and corollary terms) have terminated employment with the Company shall or any subsidiary or affiliate thereof for purposes of this Agreement unless Executive would be construed considered to refer to the Employee’s have incurred a “separation from service” (within the meaning of TreasSection 409A from the Company or any of its subsidiaries or affiliates. RegEach amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Section 1.409A-1(h)) with Without limiting the Company. Notwithstanding any provision foregoing and notwithstanding anything contained herein to the contrary in this Agreementcontrary, if the Employee Executive is deemed on by the date Company at the time of his or her “Executive’s separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) service to be a “specified employee” (within for purposes of Section 409A, to the meaning extent delayed commencement of Treas. Reg. Section 1.409A-1(i)), then with regard any portion of the benefits to any payment that which Executive is considered deferred compensation entitled under this Agreement is required in order to avoid the imposition of additional taxes and interest on Executive under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment portion of Executive’s benefits shall not be made provided to Executive prior to the earlier of (ia) the expiration of the six (6)-month six-(6) month period measured from the date of the EmployeeExecutive’s “separation from service,” service or (iib) the date of the EmployeeExecutive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codedeath.

Section 409A. It is intended that This Agreement as well as payments and benefits under this Agreement and are intended to be exempt from, or to the Award will extent subject thereto, to comply with Code Section 409A ("Section 409A"), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Code (Limited Partner has incurred a "separation from service" from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any regulations payments described in this Agreement that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and guidelines issued thereunder)notwithstanding anything contained herein to the contrary, to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary required in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon avoid an accelerated or following a termination of employment that is considered deferred compensation additional tax under Section 409A, references amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Limited Partner's separation from service shall instead be paid on the first business day after the date that is six months following the Limited Partner's separation from service (or, if earlier, the Limited Partner's date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Limited Partner shall be paid to the Employee Limited Partner on or before the last day of the year following the year in a lump sum which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any remaining payments due under this Agreement subsequent year, and no reimbursement or in-kind benefit shall be paid in accordance with the normal payment dates specified subject to liquidation or exchange for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeanother benefit.

Section 409A. It is intended that This Agreement as well as payments and benefits under this Agreement and are intended to be exempt from, or to the Award will extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (and any regulations and guidelines issued thereunder“Section 409A”), and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possibleaccordance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any provision of payments under this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references which are subject to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of until the Limited Partner has incurred a “separation from service” that is required from the Partnership within the meaning of Section 409A. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration of extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period measured immediately following the Limited Partner’s separation from service shall instead be paid on the first business day after the date of that is six (6) months following the EmployeeLimited Partner’s “separation from service,” or service (ii) or, if earlier, the Limited Partner’s date of the Employee’s death (the “Delay Period”death). Upon To the expiration of extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Limited Partner shall be paid to the Employee Limited Partner on or before the last day of the year following the year in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with which the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, expense was incurred and the Company shall amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not have affect amounts reimbursable or provided in any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesubsequent year.

Section 409A. It is intended that This Agreement as well as payments and benefits under this Agreement and are intended to be exempt from, or to the Award will extent subject thereto, to comply with Code Section 409A of the Code (and any regulations and guidelines issued thereunder“Section 409A”), and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possibleaccordance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any provision of payments under this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references which are subject to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of until the Limited Partner has incurred a “separation from service” that is required from the Partnership within the meaning of Section 409A. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) of 409A and any payments described in this Agreement that are due within the Code (after taking into account any applicable exceptions to such requirement), such payment “short term deferral period” as defined in Section 409A shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration of extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month six-month period measured immediately following the Limited Partner’s separation from service shall instead be paid on the first business day after the date of that is six months following the EmployeeLimited Partner’s “separation from service,” or service (ii) or, if earlier, the Limited Partner’s date of the Employee’s death (the “Delay Period”death). Upon To the expiration of extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Limited Partner shall be paid to the Employee Limited Partner on or before the last day of the year following the year in a lump sum which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any remaining payments due under this Agreement subsequent year, and no reimbursement or in-kind benefit shall be paid in accordance with the normal payment dates specified subject to liquidation or exchange for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeanother benefit.

Section 409A. It This Agreement is intended that this Agreement and the Award will to comply with Section 409A of the Internal Revenue Code of 1986, as amended (and any regulations and guidelines issued thereunder“Section 409A”), to the extent the Agreement or an exemption thereunder and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary construed and administered in order for it to comply accordance with Section 409A409A. Notwithstanding any other provision of this Agreement, the parties hereto will negotiate in good faith to amend the payments provided under this Agreement may only be made upon an event and in a manner that preserves the original intent of the parties complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for For purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any each installment payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due provided under this Agreement shall be paid in accordance with the normal payment dates specified for them hereintreated as a separate payment. Whenever Any payments to be made under this Agreement are to upon a termination of employment shall only be made in installments, each such installment shall be deemed to be upon a separate payment for purposes of "separation from service" under Section 409A. No action or failure to actNotwithstanding the foregoing, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company shall not have be liable for all or any obligation to indemnify or otherwise protect the Employee from the obligation to pay portion of any taxes, penalties, interest or penalties pursuant to other expenses that may be incurred by Employee on account of non-compliance with Section 409A of the Code409A. EMPLOYEE HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HAS HAD AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE BENEFITS SET FORTH IN SECTION 1 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE (TO THE EXTENT SET FORTH HEREIN), ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE COMPANY.

Section 409A. It Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement and the Award will comply with which is considered to be deferred compensation subject to Code Section 409A of the Code (shall be provided and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject theretopaid in a manner, and the Agreement shall be interpreted on a basis consistent with at such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409Atime, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any including without limitation payment and provision of this Agreement to benefits only in connection with the contraryoccurrence of a permissible payment event contained in Code Section 409A (e.g., separation from service from the Company and its affiliates as defined for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Code Section 409A), references to the Employee’s “termination of employment” (and corollary terms) in such form, as complies with the Company shall be construed applicable requirements of Code Section 409A to refer to avoid the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Companyunfavorable tax consequences provided therein for non-compliance. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on by the date Company at the time of his or her “separation Separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) Service to be a “specified employee” (within the meaning for purposes of Treas. Reg. Code Section 1.409A-1(i)409A(a)(2)(B)(i), then with regard to the extent delayed commencement of any payment that portion of the benefits to which Executive is considered deferred compensation entitled under Section 409A payable on account of a “separation from service” that this Agreement is required in order a failure to be delayed pursuant to comply with Code Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment portion of Executive’s benefits shall not be made provided to Executive prior to the earlier of (ia) the expiration of the six (6)-month six-month period measured from the date of the EmployeeExecutive’s “separation Separation from service,” Service or (iib) the date of the EmployeeExecutive’s death (the “Delay Period”)death. Upon the first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments delayed deferred pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) to this Section 10 shall be paid to the Employee in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. Notwithstanding anything herein to the contrary, all taxable reimbursements and in-kind benefits provided by the Company under this Agreement shall be paid made or provided in accordance with the normal requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred by Executive during the period of time specified in the Agreement; (ii) any in-kind benefits must be provided by the Company during the period of time specified in the Agreement; (iii) 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; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, in no event will the Company or any of its officers, directors or employees be liable to Executive or any other person if any payment dates specified for them herein. Whenever payments under or benefit which is provided pursuant to or in connection with this Agreement are which is considered to be made in installments, each such installment shall be deemed deferred compensation subject to Code Section 409A fails to be a separate payment for purposes of exempt from or comply with Code Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It is intended the intent of the parties that the payments and benefits under this Agreement and the Award will comply with Section 409A of the Internal Revenue Code (of 1986, as amended, and any the regulations and guidelines guidance issued thereunderthereunder (“Section 409A”) (except to the extent exempt as short term deferrals or otherwise) and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that following the Effective Date the Company reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary required in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation avoid accelerated taxation and/or tax penalties under Section 409A, references amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company or its affiliates during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in accordance with which the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expenseexpense was incurred, and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company shall not have makes no representation that any obligation to indemnify or otherwise protect all of the Employee payments and benefits described in this Agreement will be exempt from the obligation to pay any taxes, interest or penalties pursuant to comply with Section 409A and, except to the extent provided in this Section 18, makes no undertaking to preclude Section 409A from applying to any such payment. The Executive shall be solely responsible for the payment of any taxes and penalties incurred under 409A or any other provision of the Code.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision anything to the contrary in this Agreement, if at the Employee time of the Executive’s termination of employment with the Company, the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (within the meaning of Treas. Reg. Section 1.409A-1(i)“Code”), then as determined by the Company in accordance with regard Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any payment that is considered deferred compensation accelerated or additional tax under Section 409A payable on account of a “separation from service” the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Executive) until the date that is required to be delayed pursuant to at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A(a)(2)(B) 409A of the Code (after taking into account any applicable exceptions to such requirementCode), such payment shall not be made prior whereupon the Company will pay the Executive a lump-sum amount equal to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they cumulative amounts that would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be previously paid to the Employee in a lump sum and any remaining payments due Executive under this Agreement shall be paid during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Additionally, in the normal payment dates specified for them herein. Whenever payments event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement are to may be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. It is intended that this Agreement the intention of the Company, the Bank, and the Award will Executive that the severance benefits payable to the Executive under Section 6.2 either be exempt from, or otherwise comply with with, Section 409A (“Section 409A”) of the Code (and Code. Notwithstanding any regulations and guidelines issued thereunder)other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Agreement Company or the Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and Award are subject theretonot in compliance with Section 409A, including, without limitation, the definition of Change in Control or the timing of commencement and completion of severance benefits and/or other benefit payments to the Agreement Executive hereunder, or the amount of any such payments, such provisions shall be interpreted on in the manner required to exempt the benefit from or to comply with Section 409A. The Company, the Bank and the Executive acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a basis consistent “change in control;” (ii) delay for a period of six months or more, or otherwise modify the commencement of severance and/or other benefit payments; (iii) modify the completion date of severance and/or (iv) other benefit payments and/or reduce the amount of the benefit otherwise provided. The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Company or the Bank, with such intent. If an the advice of its independent accounting firm or other tax advisors, amendment of the this Agreement is necessary in order for it to exempt the benefits from or to comply with Section 409A, the parties hereto Company, the Bank, and the Executive will negotiate reasonably and in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision terms of this Agreement to the contraryextent necessary so that it exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Company, for purposes of any provision of the Bank and the Executive). For example, if this Agreement providing for is subject to Section 409A and Section 409A requires that severance and/or other benefit payments must be delayed until at least six months after the distribution of any Shares upon or following Executive terminates employment, then the Bank, the Company and the Executive shall delay payments and/or promptly seek a termination of employment written amendment to this Agreement that is considered deferred compensation would, if permissible under Section 409A, references eliminate any such payments otherwise payable during the first six months following the Executive’s termination of employment and substitute therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the 7th month following the Executive’s termination of employment which, in the case of an initial installment payment, would be equal in the aggregate to the Employeeamount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s “termination dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of employment” time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and corollary terms) with agrees that the Company or the Bank shall be construed have the exclusive authority to refer to determine whether the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i409A(a)(2)(B)(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It is intended that also the intention of this Agreement and the Award will comply with Section 409A of the Code (and that all income tax liability on payments made pursuant to this Agreement or any regulations and guidelines issued thereunder), Benefit Plans be deferred until Executive actually receives such payment to the extent the Agreement and Award are subject theretoCode Section 409A applies to such payments. Therefore, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding if any provision of this Agreement or any Benefit Plans is found not to the contrary, for purposes be in compliance with any applicable requirements of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Code Section 409A, references that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement and any Benefit Plans, to the Employeeextent permitted by law and deemed advisable by the Company, do not trigger taxes and other penalties under Code Section 409A; provided, however, that Executive will not be required to forfeit any payment otherwise due without Executive’s “termination of employment” (and corollary terms) with consent. In the event that, despite the parties’ intentions, any amount hereunder becomes taxable prior to the date that it would otherwise be paid, the Company shall be construed to refer pay to the Employee’s “separation from service” Executive (within which payment may be made in whole or in part by way of direct remittance to appropriate tax authorities) the meaning portion of Treassuch amount needed to pay applicable income and excise taxes and any interest or other penalties on such amounts. Reg. Section 1.409A-1(h)) with Any remaining portion of such amount shall be paid to Executive at the Company. Notwithstanding any provision to the contrary time otherwise specified in this Agreement, if subject to Section 3(b). Nothing in this Section 7(c) increases the Employee is deemed Company’s obligations to Executive under this Agreement or any Benefit Plans. Executive remains solely liable for any taxes, including but not limited to any penalties or interest due to Code Section 409A or otherwise, on the date of his payments made hereunder or her “separation from service” (within the meaning of Treasunder any Benefit Plans. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment The preceding provisions shall not be construed as a guarantee by the Company of any particular tax effect for payments made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to Agreement or any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeBenefit Plans.

Section 409A. It This Agreement is not intended that to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event this Agreement or any compensation or benefit paid to Executive hereunder is deemed to be subject to Section 409A of the Code, Executive and the Award will Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)or to exempt such compensation or benefits from Section 409A of the Code. In addition, to the extent the Agreement and Award are subject thereto(i) any compensation or benefits to which Executive becomes entitled under this agreement, and the Agreement shall be interpreted on a basis consistent or any agreement or plan referenced herein, in connection with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a Executive’s termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such compensation or benefits shall not be construed to refer to made or commence until the Employeedate that is six months after the date of Executive’s “separation from service” (within or, if earlier, the meaning date of Treas. Reg. Section 1.409A-1(hthe Executive’s death)) with the Company. Notwithstanding any provision ; provided, however, that such deferral shall only be effected to the contrary extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in this Agreementthe absence of such deferral. During any period compensation or benefits to Executive are deferred pursuant to the foregoing, if Executive shall be entitled to interest on such deferral at a per annum rate equal to the Employee is deemed highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of his or her such “separation from service.” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Periodapplicable deferral period, all payments delayed pursuant hereto (whether they any compensation or benefits which would have otherwise been payable paid during that period (whether in a single sum or in installments installments) in the absence of such delay) this section shall be paid to the Employee Executive or Executive’s beneficiary, if applicable, in a one lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesum.

Section 409A. It is intended a) The Company and Employee intend that the payments and benefits provided for in this Agreement and the Award will comply with either be exempt from Section 409A of the Code Internal Revenue Code, as amended (the “Code”), or be provided in a manner that complies with Section 409A, and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement ambiguity herein shall be interpreted on a basis so as to be consistent with such intentthe intent of this Section 25. If an amendment of In no event whatsoever shall the Agreement is necessary in order Company be liable for it any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. 409A. Notwithstanding any provision of this Agreement anything contained herein to the contrary, for purposes of any provision all payments and benefits under Section 9 of this Agreement providing for shall be paid or provided only at the distribution time of any Shares upon or following a termination of Employee’s employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of constitutes a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date Company within the meaning of Section 409A and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of Employee’s termination of employment with the Company, Employee is a “separation from service,specified employee” or (ii) as defined in Section 409A as determined by the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid Company in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company shall not have will defer the commencement of the payment of any obligation such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to indemnify Employee) until the date that is at least six months following Employee’s termination of employment with the Company (or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to earliest date permitted under Section 409A of the Code) (the “Permitted Payment Date”). Thereafter, payments will commence and continue in accordance with this Agreement until paid in full; provided that any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the Permitted Payment Date.

Section 409A. It is intended that The payments and benefits under this Agreement are intended to be exempt from (and if not exempt from, compliant with) the Award will comply with application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and any regulations and guidelines issued thereunder)this Agreement will be construed accordingly. Notwithstanding anything to the contrary herein, to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it required to comply with Section 409A, the parties hereto will negotiate in good faith a termination of employment shall not be deemed to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, have occurred for purposes of any provision of this Agreement providing for the distribution payment of any Shares amounts or benefits upon or following a termination of employment that unless such termination is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s also a “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company409A. Executive’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on by the date Company at the time of his or her “Executive’s separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) service to be a “specified employee” (within for purposes of Section 409A, and if any of the meaning payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” subject to Section 409A then, to the extent delayed commencement of Treas. Reg. Section 1.409A-1(i)), then with regard any portion of such payments is required in order to any payment that is considered deferred compensation avoid a prohibited distribution under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to and the related taxation under Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment payments shall not be made provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month six-month period measured from the date of the Employee’s “separation from service,” or , (ii) the date of the EmployeeExecutive’s death or (iii) such earlier date as permitted under Section 409A without the “Delay Period”)imposition of taxation thereunder. Upon With respect to payments to be made upon execution of an effective release, if the expiration release revocation period spans two calendar years, payment will be made in the second of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum two calendar years to the extent such amounts are “deferred compensation” under Section 409A and necessary to avoid taxation under Section 409A. Any taxable reimbursements due under the terms of this Agreement or in installments in any other agreement with the absence of such delay) Company shall be paid to no later than December 31 of the Employee year after the year in a lump sum which the expense is incurred, and any remaining payments due under this Agreement all taxable reimbursements and in-kind benefits shall be paid provided in accordance with Section 1.409A-3(i)(1)(iv) of the normal payment dates specified for them herein. Whenever payments regulations under Section 409A. The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement or any payments or benefits hereunder are determined not to be made in installments, each such installment shall be deemed to be a separate payment for purposes of compliant with Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.409A.

Section 409A. It is intended that this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)409A, to the extent the Agreement and Award are is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the this Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)Code, the portion, if any, of such payment so required to be delayed shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s his “separation from service,” ”, or (ii) the date of the Employee’s his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) to this Section shall be paid to the Employee Executive in a lump sum sum, and any remaining payments due shall be made as provided in the Agreement and in a manner in accordance with Section 409A. The Companies shall not have any obligation to indemnify or otherwise protect the Executive from any obligation to pay any taxes pursuant to Section 409A. In the event that this Agreement or any compensation payable hereunder shall be deemed not to comply with (or be exempt from) Section 409A, then neither the Companies, the Board, the Board of Directors of KKDC, nor its or their designees or agents, shall be liable to the Executive or other persons for actions, decisions or determinations made in good faith. With respect to any reimbursement or in-kind benefit arrangements of the Companies and their subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (a) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (b) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be paid in accordance with made within thirty (30) days after termination of employment”), the normal actual date of payment dates within the specified for them hereinperiod shall be within the sole discretion of the Companies. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject Any reimbursement by the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A 12.01(c) herein shall be made to the Executive not later than the end of the CodeExecutive’s taxable year following the taxable year in which he remits the related taxes.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. In the event that any provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code while attempting to preserve the economic intent of the applicable provision. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Award Company during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). If the separation pay provided by this Agreement is considered deferred compensation subject to Section 409A of the Code and the period to consider the Release spans two (2) tax years, then the severance will be paid with the first regularly scheduled payroll in the second tax year or, if later, the date on which the Release becomes irrevocable. To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. DBRG makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code (and any regulations and guidelines issued thereunder), makes no undertaking to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to preclude Section 409A of the CodeCode from applying to any such payment. For purposes of this Section 9(j), Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. It is intended that This Agreement as well as payments and benefits under this Agreement and are intended to be exempt from, or to the Award will extent subject thereto, to comply with Code Section 409A of the Code (and any regulations and guidelines issued thereunder“Section 409A”), and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possibleaccordance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any provision of payments under this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references which are subject to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of until the Limited Partner has incurred a “separation from service” that is required from the Partnership within the meaning of Section 409A. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) of 409A and any payments described in this Agreement that are due within the Code (after taking into account any applicable exceptions to such requirement), such payment “short term deferral period” as defined in Section 409A shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration of extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month six-month period measured immediately following the Limited Partner’s separation from service shall instead be paid on the first business day after the date of that is six months following the EmployeeLimited Partner’s “separation from service,” or service (ii) or, if earlier, the Limited Partner’s date of the Employee’s death (the “Delay Period”death). Upon To the expiration of extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Limited Partner shall be paid to the Employee Limited Partner on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, and no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, if a period specified for execution of a release of claims begins in one taxable year and ends in a lump sum second taxable year, the any payments and any remaining payments due under this Agreement benefits hereunder shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesecond taxable year.

Section 409A. It The intent of the Parties is intended that payments and benefits under this Agreement and the Award will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)“Section 409A”) to the extent subject thereto, and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary and administered to be in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblecompliance therewith. Notwithstanding any provision of this Agreement anything herein to the contrary, for purposes : (i) if at the time of any provision of this Agreement providing for the distribution of any Shares upon or following a my termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be I am a “specified employee” (within as defined in Section 409A and the meaning deferral of Treas. Reg. the commencement of any payments or benefits, or portions thereof, otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 1.409A-1(i))409A, then the Company will defer the commencement of the payment of any such payments or benefits, or portions thereof, hereunder (without any reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with regard to any payment interest as set forth in the Employment Agreement) until the date that is considered six (6) months following my termination of employment with the Company (or the earliest date as is permitted under Section 409A); (ii) if any other payments of money or other benefits due to me hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits, or portions thereof, shall be deferred compensation if deferral will make such payment or other benefits compliant under Section 409A payable on account (without any reduction in the total amount of such payments or benefits ultimately paid or provided to me hereunder, and such amount so deferred shall be subsequently paid with interest as set forth in the Employment Agreement), or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company that does not cause such an accelerated or additional tax; (iii) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, I shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be due to me under this Agreement until I would be considered to have incurred a “separation from service” that is from the Company within the meaning of Section 409A; and (iv) each amount to be paid or benefit to be provided to me pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to be delayed pursuant avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due me under this Agreement shall be paid to me on or before the last day of the year following the year in accordance with which the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, expense was incurred and the Company shall amount of expenses eligible for reimbursement (and in-kind benefits provided to me) during any one year may not have effect amounts reimbursable or provided in any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codesubsequent year.

Section 409A. It is intended that this This Agreement and the Award will shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any the regulations and guidelines issued thereunder), guidance promulgated thereunder to the extent the Agreement and Award are subject theretoapplicable (collectively “Section 409A”), and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment all provisions of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid construed in accordance a manner consistent with the normal requirements for avoiding taxes or penalties under Section 409A. Solely to the extent that any otherwise required payment dates specified for them herein. Whenever payments under this Agreement are would not be exempt from Section 409A (any such payment, a “Non-Exempt Payment”), such Non-Exempt Payment shall comply with the following conditions: (a) the amount of the Non-Exempt Payment payable to be made Indemnitee in installmentsone calendar year shall not affect the amount of expenses eligible for payment or reimbursement in any other calendar year, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, whether pursuant to this Section 11 shall subject Agreement or any other agreement between the Company to any claim, liability, or expense, Indemnitee and the Company Company; (b) the Non-Exempt Payment shall be made to Indemnitee no later than the last day of the calendar year following the calendar year in which Indemnitee incurs or is deemed to have incurred the costs or Expenses giving rise to Indemnitee’s right to the Non-Exempt Payment; and (c) Indemnitee’s right to the Non-Exempt Payment shall not have any obligation be subject to indemnify liquidation or otherwise protect exchange for another benefit. Notwithstanding the Employee from foregoing, in the obligation event of a bona fide dispute regarding Indemnitee’s entitlement to pay any taxesthe Non-Exempt Payment, interest or penalties pursuant to Section 409A payment of the Code.Non-Exempt Payment may be delayed to a later date to the extent permitted by the Treasury Regulations under Section 409A. [Signature Page Follows]

Section 409A. It is intended Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any payment on account of Executive’s separation from service that this Agreement would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the Award will comply first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 409A 1274(d) of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning termination. For purposes of Treas. Reg. Section 1.409A-1(h)) to this Agreement, Executive shall be a “specified employee” (within for the meaning 12-month period beginning on the first day of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that the fourth month following each “Identification Date” if he is considered deferred compensation under Section 409A payable on account of a “separation from servicekey employee” that is required to be delayed pursuant to (as defined in Section 409A(a)(2)(B416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. This Agreement is intended to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (after taking into account any applicable exceptions to such requirement“Section 409A”), but the Company does not guarantee such payment shall not be made prior compliance. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, to the earlier of (i) extent possible the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) provision shall be paid to the Employee read in such a lump sum and any remaining manner so that no payments due under this Agreement shall be paid subject to an "additional tax" as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, in the event any payment on account of Executive’s separation from service constitutes nonqualified deferred compensation subject to (and not exempt from Section 409A), Executive shall not be considered to have terminated employment with the Company for purposes of the right to receive such payment hereof unless he would be considered to have incurred a “termination of employment” from Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for them herein. Whenever payments under this Agreement are to reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject which the Company to any claim, liability, or expenseexpense is incurred, and (iv) the Company shall right to reimbursement is not have any obligation subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.exchange for another benefit..

Section 409A. It This Agreement is intended that this Agreement and to meet, or be exempt from, the Award will comply with requirements of Section 409A of the Internal Revenue Code (of 1986, as amended, and any the regulations and guidelines issued thereunderinterpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the Agreement and Award are subject theretorequirements of Section 409A, and the no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be interpreted on treated as a basis consistent with such intentseparate payment. If an amendment of the Agreement is necessary in order for it Any payments to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of be made under this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall only be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service and therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation from service, then if Executive is required to a “specified employee” under Section 409A on the date of Executive’s separation from service, payment of the amounts hereunder shall be delayed pursuant to Section 409A(a)(2)(B) for a period of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured 6) months from the date of the EmployeeExecutive’s “separation from service,” or service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within sixty (ii60) days after the date end of the Employee’s death (six-month period. If Executive dies during the “Delay Period”). Upon the expiration postponement period prior to payment of the Delay Periodpostponed amount, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence amounts withheld on account of such delay) Section 409A shall be paid to Executive’s estate within sixty (60) days after the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes date of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the CodeExecutive’s death.

Section 409A. It a. This Agreement is intended that this Agreement and the Award will to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with “Section 409A”). The Company shall undertake to administer, interpret and construe the parties hereto will negotiate in good faith to amend provisions of the Agreement in a manner that preserves does not result in the original intent imposition of the parties to the extent reasonably possible. any additional tax, penalty or interest under Section 409A. Notwithstanding any provision of this in the Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares if upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the EmployeeExecutive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement409A, if the Employee Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be then a “specified employee” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(i)409A), then then, to the extent necessary to comply with regard to any Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment that is considered of nonqualified deferred compensation under subject to Section 409A payable on account as a result of a “and within six (6) months following such separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to service until the earlier of (i) the expiration first business day of the six (6)-month period measured from the date of the Employeeseventh month following Executive’s “separation from service,” , or (ii) ten (10) days after the date Company receives notification of the EmployeeExecutive’s death (the “Delay Period”)death. Upon the expiration of the Delay Periodapplicable deferral period, all payments delayed pursuant hereto and benefits deferred (whether they would have otherwise been payable in a single sum or in installments in the absence of such delaydeferral) shall be paid or reimbursed to the Employee Executive in a lump sum sum, and any remaining payments due under this Agreement shall will be paid in accordance with the normal payment dates specified for them herein. Whenever Any such delayed payments under shall be paid without interest. For purposes of this Agreement are Agreement, each amount to be made in installments, each such installment paid or benefit to be provided shall be deemed to be construed as a separate identified payment for purposes of Section 409A. Neither party individually or in combination may accelerate, offset or assign any deferred payment, except in compliance with Section 409A. No action or failure amount shall be paid prior to act, pursuant the earliest date on which it is permitted to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to be paid under Section 409A and Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Code.calendar year in which the payment event (such as separation from service) occurs shall commence payment only in the calendar year in which the release revocation period ends as and to the extent necessary to comply with Section 409A.

Section 409A. It Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs (including any dividend equivalent rights) to be made to the Participant pursuant to this Agreement is intended that to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the RSUs or any dividend equivalent rights may not so qualify, and in that case, the Award will comply Administrator shall administer the grant and settlement of such RSUs and any dividend equivalent rights in strict compliance with Section 409A of the Code (and any regulations and guidelines issued thereunder)Code. Further, notwithstanding anything herein to the extent contrary, if at the Agreement time of a Participant’s termination of employment with the Company and Award are subject theretoits Affiliates, the Participant is a “specified employee” as defined in Section 409A of the Code, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment deferral of the Agreement commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order for it to comply with prevent the imposition of any accelerated or additional tax under Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent 409A of the parties Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the extent reasonably possible. Notwithstanding any provision of this Agreement Participant) to the contraryminimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code), for purposes of any provision of this Agreement providing for the distribution of any Shares if such payment or benefit is payable upon or following a termination of employment that is considered deferred compensation under Section 409Aemployment. For purposes of this Agreement, references to the Employee’s a “termination of employment” (and corollary terms) with shall have the Company shall be construed to refer to the Employee’s same meaning as “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to and the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment Participant shall be deemed to be have remained employed so long the Participant has not “separated from service” with the Company, its Affiliates or any of their Successors. Each payment of RSUs (and related dividend equivalent rights) constitutes a “separate payment payment” for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It This Agreement is intended that this Agreement and the Award will to be exempt from or comply with Section 409A of the Code (“Section 409A”) and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be construed and interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves is consistent with the original intent requirements for avoiding additional taxes or penalties under Section 409A of the parties to the extent reasonably possibleCode. Notwithstanding any provision of this Agreement anything herein to the contrary, for purposes of any provision of if and to the extent it is determined that the payments and benefits provided under this Agreement providing for fail to satisfy the distribution requirements of any Shares upon or following a termination the “short-term deferral” exemption from application of employment that is considered Section 409A and are otherwise deferred compensation subject to Section, and if the Participant is a “specified employee” (as defined under Section 409A, references to 409A(a)(2)(B)(i) of the Employee’s “termination Code) as of employment” (and corollary terms) with the Company shall be construed to refer to date of the EmployeeParticipant’s “separation from service” (within the meaning of Treas. Reg. as defined under Treasury Regulation Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to the issuance of any payment shares of Common Stock that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not would otherwise be made prior to the earlier of (i) the expiration of the six (6)-month period measured from upon the date of the Employee’s “separation from service,” service or within the first six (ii6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum no earlier than the date that is six (6) months and one day after the date of the Employee’s death (separation from service, but only if such delay in the “Delay Period”). Upon the expiration issuance of the Delay Periodshares is necessary to avoid the imposition of additional taxation on Participant in respect of the issuance of shares of Common Stock under Section 409A. The Company reserves the right, to the extent the Company deems appropriate or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified benefits provided for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment manner that qualifies for purposes exemption from or complies with the requirements of Section 409A. No action or failure to actNotwithstanding the foregoing, pursuant to this Section 11 shall subject the Company to any claim, liability, makes no representations that the payments and benefits provided under this Agreement are exempt from or expense, comply with Section 409A of the Code and in no event shall the Company shall not have be liable for all or any obligation to indemnify or otherwise protect the Employee from the obligation to pay portion of any taxes, penalties, interest or penalties pursuant to other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

Section 409A. It The intent of the parties hereto is intended that payments and benefits under this Agreement and the Award will comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any the regulations and guidelines issued thereunder)guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on and administered to be in compliance therewith. Each payment under this Agreement shall be treated as a basis consistent with such intent. If an amendment separate payment for purposes of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. 409A. Notwithstanding any provision of in this Agreement to the contrary, no payment or benefit that is deferred compensation for purposes of any provision of this Agreement providing for the distribution of any Shares Section 409A and that is due upon or following a your termination of employment that will be paid or provided unless such termination is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s also a “separation from service” (within the meaning of TreasSection 409A). RegWhenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event will you have the ability to, directly or indirectly, designate the calendar year of any payment under this Agreement. If at the time of your separation from service (as defined in Section 1.409A-1(h)409A) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be you are a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)409A), then with regard to any payment hereunder that is considered deferred compensation under Section 409A and that is payable on account of a “your separation from service” service (and that is required would otherwise be paid prior to the six-month anniversary of such separation) shall be delayed pursuant (the “Section 409A Delay”) until the earlier of your death or the six-month anniversary of such separation from service and shall then be promptly paid, together with interest for the period of delay, compounded annually, equal to a rate equal to the applicable federal short-term rate in effect under Section 409A(a)(2)(B1274(d) of the Code for the month in which your separation from service occurs. All COBRA Reimbursements shall (after taking into account any applicable exceptions subject to such requirement), such payment shall not the Section 409A Delay) be made prior to within 30 days following the earlier of (i) date on which you incur the expiration expense but no later than December 31st of the six (6)-month period measured from year following the date of year in which you incur the Employee’s “separation from service,” related expense, provided that in no event shall the reimbursements or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are in-kind benefits to be made provided by the Company in installments, each such installment shall be deemed one taxable year affect the amount of reimbursements or in-kind benefits to be a separate payment provided in any other taxable year, nor shall your right to reimbursement or in-kind benefits be subject to liquidation or exchange for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeanother benefit.

Section 409A. It is intended that this Agreement be drafted and the Award will comply administered in compliance with (i) Section 409A of the Code (Code, including, but not limited to, any future amendments to Section 409A of the Code, and any regulations and guidelines other Internal Revenue Service or other governmental rulings or interpretations ("IRS Guidance") issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code or (ii) an applicable exemption. So as not to subject the Executive to payment of any additional interest or tax under Section 409A of the Code., if payment or provision of any amount or benefit hereunder that is subject to Section 409A of the Code at the time specified herein would subject such amount or benefit to any additional tax under Section 409A of the Code, the Company shall use its best to efforts to ensure that payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any IRS Guidance issued under Section 409A of the Code would result in the Executive being subject to the payment of any additional interest or tax under Section 409A of the Code, the Company agrees to use its best efforts to amend this Agreement in order to avoid the imposition on Executive of any such additional interest or tax under Section 409A of the Code, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company. For purposes of Section 409A of the Code, each installment payment of any severance pursuant to this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, (i) any payments under this Agreement 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, (ii) Any payments under this Agreement 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, (iii) nothing contained herein shall be construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus or any severance amount), is or will be found to comply with the requirements of Section 409A of the Code or any other regulations or guidance issued thereunder (including the IRS Guidance), and (iv) in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Date of Termination or, if earlier, on Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding any other provision of this Agreement, to the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

Section 409A. It is intended that To the extent (i) any payments to which Executive becomes entitled under this Agreement and the Award will comply Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with Company constitute deferred compensation subject to Section 409A of the Code and (and any regulations and guidelines issued thereunder), to ii) Executive is deemed at the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with time of such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employeespecified” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation employee under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)Code, then such payment or payments shall not be made prior to or commence until the earlier of (iA) the expiration of the six (6)-month period measured from the date of the EmployeeExecutive’s “separation from service,” (within the meaning of Section 409A of the Code); or (iiB) the date of the EmployeeExecutive’s death following such “separation from service”; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the “Delay Period”)additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the Delay Periodapplicable deferral period, all any payments delayed pursuant hereto (whether they which would have otherwise been payable in a single sum or in installments made during that period in the absence of such delay) this paragraph shall be paid to the Employee Executive or Executive’s beneficiary in a one lump sum (without interest). To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any remaining payments due where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement shall may be paid in accordance with classified as a “short-term deferral” within the normal meaning of Section 409A, such payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to be a this Agreement (or referenced in this Agreement) are intended to constitute separate payment payments for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A 1.409A-2(b)(2) of the Code.regulations under Section 409A.

Section 409A. It is intended that To the extent applicable, this Agreement and the Award will comply shall be interpreted in accordance with Section 409A of the Internal Revenue Code (and any Department of Treasury regulations and guidelines other interpretive guidance issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with thereunder (“Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible”). Notwithstanding any provision of this Agreement to the contrary, for purposes of if the Company determines that any provision of compensation or benefits payable under this Agreement providing for may be subject to Section 409A, the distribution Company shall work in good faith with Consultant to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of any Shares upon or following a termination of employment that is considered deferred compensation taxes under Section 409A, references including without limitation, actions intended to (a) exempt the Employee’s “compensation and benefits payable under this Agreement from Section 409A, and/or (b) comply with the requirements of Section 409A; provided, however, that this Section 12 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent required under Section 409A, any payment or benefit required to be paid upon the termination of employment” Consultant’s Services (and corollary termsor any other similar term or phrase) with the Company shall be construed to refer to the Employeemade only upon Consultant’s “separation from service” (with the Company within the meaning of Treas. Reg. Section 1.409A-1(h409A (“Separation from Service”)) with the Company. Notwithstanding any provision anything to the contrary in this Agreement, no compensation or benefits shall be paid to Consultant during the six-month period following Consultant’s Separation from Service if the Employee Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is deemed delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to upon which such amount can be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation paid under Section 409A payable on account without resulting in a prohibited distribution, including as a result of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirementConsultant’s death), such payment the Company shall not be made prior pay Consultant a lump-sum amount equal to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they cumulative amount that would have otherwise been payable in a single sum to Consultant during such period (without interest). To the extent permitted under Section 409A, any separate payment or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due benefit under this Agreement or otherwise shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall not be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall “nonqualified deferred compensation” subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of the Code.Section 409A.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement and (including the Award will exhibits thereto) comply with Section 409A of the Code (and any regulations and guidelines issued thereunder)Code, to the extent the Agreement and Award are subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary and administered to be in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblecompliance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of any provision of this Agreement providing for (including the distribution of any Shares upon or following a termination of employment that is exhibits thereto) unless Employee would be considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of have incurred a “separation from service” that is required from the Company within the meaning of Section 409A of the Code. Each amount to be delayed pursuant paid or benefit to be provided under this Agreement (including the exhibits thereto) shall be construed as a separate identified payment for purposes of Section 409A(a)(2)(B) 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the earlier of (i) contrary, to the expiration extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the six Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement (6)-month including the exhibits thereto) during the six-month period measured immediately following Employee’s separation from service shall instead be paid on the first business day after the date that is six months following Employee’s separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Employee’s “separation from service,” or Code, amounts reimburseable to Employee under this Agreement (ii) including the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayexhibits thereto) shall be paid to Employee on or before the Employee last day of the year following the year in a lump sum which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any remaining payments due under this one year may not effect amounts reimburseable or provided in any subsequent year. The Agreement shall (including the exhibits thereto) may be paid amended in accordance with any respect deemed by the normal payment dates specified for them herein. Whenever payments under this Agreement are Board or the Compensation Committee to be made necessary in installments, each such installment shall be deemed order to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to preserve compliance with Section 409A of the Code.

Section 409A. It Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Share Units (including any dividend rights) to be made to the Recipient pursuant to this Agreement is intended that to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the Restricted Share Units may not so qualify, and in that case, the Award will comply Committee shall administer the grant and settlement of such Restricted Share Units in strict compliance with Section 409A of the Code (and any regulations and guidelines issued thereunder)Code. Further, notwithstanding anything herein to the extent contrary, if at the Agreement and Award are subject theretotime of the Recipient’s termination of employment with the Company, the Recipient is a “specified employee” as defined in Section 409A of the Code, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment deferral of the Agreement commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order for it to comply with prevent the imposition of any accelerated or additional tax under Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent 409A of the parties Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the extent reasonably possible. Notwithstanding any provision of this Agreement Recipient) to the contraryminimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Recipient’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Solely for purposes of any provision complying with Section 409A of this Agreement providing for the distribution of any Shares upon or following Code, a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with shall have the Company shall be construed to refer to the Employee’s same meaning as “separation from service” (within under Section 409A of the meaning of Treas. Reg. Section 1.409A-1(h)) Code and the Recipient shall be deemed to have remained employed so long as the Recipient has not “separated from service” with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any Each payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be constitutes a “separate payment payment” for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

Section 409A. It The Performance Restricted Stock Units and issuance of Shares thereunder are intended to comply with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Agreement, the Plan or both, without the consent of the Participant, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 11.12 does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Performance Restricted Stock Units or the delivery of Shares upon vesting/settlement of the Performance Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries will have any liability under any circumstances to the Participant or any other party if the Performance Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Performance Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. Further, settlement of any portion of the Performance Restricted Stock Units that is Deferred Compensation may not be accelerated or postponed except to the extent permitted by Code Section 409A. By electronically accepting this Agreement and participating in the Award will comply with Section 409A of Plan, Participant agrees to be bound by the Code (terms and any regulations conditions in the Plan and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, including the Appendix. Within six months of the Grant Date, if Participant has not electronically accepted this Agreement on Xxxxxx Xxxxxxx’x website, or the Employee website of any other stock plan service provider appointed by the Company, and has not otherwise rejected the grant, then this award shall automatically be deemed accepted, and Participant shall be bound by the terms and conditions in the Plan and this Agreement, including the Appendix. APPENDIX FOR PARTICIPANTS OUTSIDE THE U.S. NU SKIN ENTERPRISES, INC. THIRD AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the capitalized terms in this Appendix shall have the same defined meaning assigned to them in the Plan and the Agreement. This Appendix includes special country-specific terms and conditions that apply to Participants in the countries listed below. This Appendix is deemed on part of the date Agreement. This Appendix also includes information of which Participant should be aware with respect to his or her “separation from service” (within participation in the meaning of TreasPlan. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i))For example, then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) certain individual exchange control reporting requirements may apply upon vesting of the Code (after taking into account any applicable exceptions to such requirement)Performance Restricted Stock Units and/or sale of Shares. The information is based on the securities, such payment shall exchange control and other laws in effect in the respective countries as of January 2022 and is provided for informational purposes. Such laws are often complex and change frequently, and results may be different based on the particular facts and circumstances. As a result, the Company recommends that Participant does not be made prior rely on the information noted herein as the only source of information relating to the earlier consequences of (i) the expiration of the six (6)-month period measured from the date of the EmployeeParticipant’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments participation in the absence Plan because the information may be out of such delay) shall be paid to date at the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with time the normal payment dates specified for them herein. Whenever payments under this Agreement Performance Restricted Stock Units vest or are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liabilitysettled, or expenseParticipant sells Shares acquired under the Plan. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which he or she currently is residing and/or working, transfers employment after the Performance Restricted Stock Units are granted to him or her, or is considered a resident of another country for local law purposes, the terms and conditions and/or notifications contained herein may not be applicable to him or her, and the Company shall, in its discretion, determine to what extent such terms and conditions contained herein shall not have any obligation apply to indemnify him or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeher.

Section 409A. It If the Participant is a resident of the United States, the Units and any shares of Common Stock issuable in connection therewith are intended that to qualify for an exemption from or comply with Section 409A. Notwithstanding any other provision in this Agreement and the Award Plan to the contrary, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Units qualify for exemption from or comply with Section 409A; provided, however, that the Company makes no representations that the Units will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Units. No provision of this Agreement will be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Code (and Participant any regulations and guidelines issued thereunder)other individual to the Company. By executing this Agreement, the Participant agrees to waive any claim against the Company with respect to any such tax consequences. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement is determined by the Agreement Company to constitute “non-qualified deferred compensation” subject to Section 409A and Award are subject thereto, and is payable to the Agreement shall be interpreted on a basis consistent with such intent. If an amendment Participant by reason of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the EmployeeParticipant’s “termination of employment” , then (and corollary termsa) with the Company such payment or benefit shall be construed to refer made or provided to the Employee’s Participant only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (within the meaning of Treas. Reg. Section 1.409A-1(h)b) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee Participant is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of and as determined by the Company) and a “separation from service” that payment delay is required to be delayed pursuant to avoid additional tax under Section 409A(a)(2)(B409A(a)(1)(B) of the Code (after taking into account or any applicable exceptions to such requirement)other taxes or penalties imposed under Section 409A, then such payment or benefit shall not be made prior to or provided before the earlier of (i) the expiration of the date that is six (6)-month period measured from months after the date of the EmployeeParticipant’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due Each payment under this Agreement shall will be paid in accordance with the normal treated as a separate payment dates specified for them herein. under Section 409A. Whenever payments a payment under this Agreement are specifies a payment period with reference to be made in installmentsa number of days, each such installment the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A sole discretion of the CodeCompany.

Section 409A. It is intended that a. To the extent applicable, this Agreement and the Award will comply shall be interpreted in accordance with Section 409A of the Code (and any Department of Treasury regulations and guidelines other interpretative guidance issued thereunder), to including without limitation any such regulations or other such guidance that may be issued after the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Effective Date (“Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible”). Notwithstanding any provision of this Agreement to the contrary, for purposes of in the event that following the Effective Date, the Company determines in good faith that any provision of compensation or benefits payable under this Agreement providing for the distribution of any Shares upon may not be either exempt from or following a termination of employment that is considered deferred compensation under compliant with Section 409A, references the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to preserve the Employeeintended tax treatment of the compensation and benefits payable hereunder and/or to preserve the economic benefits of such compensation and benefits, including actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 16 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to indemnify the Executive for any failure to do so. To the extent that compensation or benefits payable under this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A, and are designated under this Agreement as payable upon (or within a specified time following) the Executive’s “termination of employment” (and corollary terms) with the Company , such compensation or benefits shall be construed to refer to payable only upon (or, as applicable, within the Employeespecified time following) the Executive’s “separation from service” from Company (within the meaning of TreasSection 409A). Reg. For purposes of Section 1.409A-1(h)) with the Company. Notwithstanding 409A, any provision right to the contrary in a series of installment payments pursuant to this Agreement, if the Employee is deemed on the date including without limitation any COBRA Severance, will be considered as a right to a series of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codepayments.

Section 409A. It is intended that For purposes of this Agreement and the Award will comply with Agreement, any installment payments or equity grants in installments shall constitute separate payments for purposes of Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder“Section 409A”), to . To the extent possible, payments under this Agreement are intended to qualify as short-term deferrals or as payments under a separation pay plan, as described in Treasury Regulation Sections 1.409A-1(b)(4) and -1(b)(9). To the Agreement and Award are subject theretoextent Section 409A applies to any payment under this Agreement, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the this Agreement is necessary in order for it intended to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. 409A. Notwithstanding any other provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for shall be interpreted, applied, operated and administered in a manner consistent with such intentions, so as to avoid subjecting Executive to any additional tax or accelerated income recognition under Section 409A. Except with respect to any amounts that may qualify as short-term deferrals, no Severance Benefits that are payable under this Agreement on account of the distribution of any Shares upon or following a Executive’s termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s paid unless such termination constitutes a “separation from service,” (within the meaning of Treas. Reg. as that term is defined in applicable Treasury regulations issued under Section 1.409A-1(h)) with the Company. 409A. Notwithstanding any provision anything to the contrary in this Agreement, if at the Employee time of the Executive’s termination of employment with the Company, Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Specified Employee’s “separation from service,” or (ii) as determined by the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum and any remaining payments due under this Agreement shall be paid Company in accordance with the normal payment dates specified for them herein. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred (without interest). Thereafter, any remaining payments will resume in accordance with this Agreement.

Section 409A. It is intended Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees,” any payment on account of Executive’s separation from service that this Agreement would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the Award will comply first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 409A 1274(d) of the Code (and any regulations and guidelines issued thereunder), to the extent the Agreement and Award are subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon or following a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed on the date of his or her “separation from service” (within the meaning termination. For purposes of Treas. Reg. Section 1.409A-1(h)) to this Agreement, Executive shall be a “specified employee” (within for the meaning 12-month period beginning on the first day of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that the fourth month following each “Identification Date” if he is considered deferred compensation under Section 409A payable on account of a “separation from servicekey employee” that is required to be delayed pursuant to (as defined in Section 409A(a)(2)(B416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. This Agreement is intended to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (after taking into account any applicable exceptions to such requirement“Section 409A”), but the Company does not guarantee such payment shall not be made prior compliance. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, to the earlier of (i) extent possible the expiration of the six (6)-month period measured from the date of the Employee’s “separation from service,” or (ii) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) provision shall be paid to the Employee read in such a lump sum and any remaining manner so that no payments due under this Agreement shall be paid subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, in the event any payment on account of Executive’s separation from service constitutes nonqualified deferred compensation subject to (and not exempt from Section 409A), Executive shall not be considered to have terminated employment with the Company for purposes of the right to receive such payment hereof unless he would be considered to have incurred a “termination of employment” from Employer within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). All reimbursements provided under this Agreement shall be made or provided in accordance with the normal payment dates requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for them herein. Whenever payments under this Agreement are to reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject which the Company to any claim, liability, or expenseexpense is incurred, and (iv) the Company shall right to reimbursement is not have any obligation subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Codeexchange for another benefit.

Section 409A. It is intended that This Agreement, the Performance Share Units and payments made pursuant to this Agreement and the Award will are intended to comply with or qualify for an exemption from the requirements of Section 409A of the Code (“Section 409A”) and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any regulations and guidelines issued thereunder)other provision of this Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan and/or this Agreement and Award to ensure that all Performance Share Units are subject thereto, and the Agreement shall be interpreted on awarded in a basis consistent with such intent. If an amendment of the Agreement is necessary in order manner that qualifies for it to comply exemption from or complies with Section 409A, provided, however, that the parties hereto will negotiate Company makes no undertaking to preclude Section 409A from applying to this Award of Performance Share Units. Any payments described in good faith this Section 15(g) that are required to amend be paid within the Agreement “short term deferral period” as defined in a manner that preserves the original intent of the parties Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. If and to the extent reasonably possible. Notwithstanding any provision portion of this Agreement any payment, compensation or other benefit provided to the contrary, for purposes of any provision of this Agreement providing for the distribution of any Shares upon Participant in connection with his or following a her employment termination of employment that is considered determined to constitute “nonqualified deferred compensation under Section 409A, references to the Employee’s “termination of employmentcompensation” (and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)409A and the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, as determined by the Company in accordance with its procedures, by which determination the Company. Notwithstanding any provision to Participant hereby agrees that he or she is bound, such portion of the contrary in this Agreementpayment, if compensation or other benefit shall not be paid before the Employee day that is deemed on six months plus one day after the date of his or her “separation from service” service (within as determined under Section 409A (the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(iNew Payment Date”)), then with regard to any payment that is considered deferred compensation under except as Section 409A payable on account may then permit. The aggregate of a “separation from service” any payments that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall not be made prior otherwise would have been paid to the earlier of (i) Participant during the expiration of the six (6)-month period measured from between the date of the Employee’s “separation from service,” or (ii) service and the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) New Payment Date shall be paid to the Employee Participant in a lump sum on such New Payment Date, and any remaining payments due under this Agreement shall will be paid in accordance with on their original schedule. Notwithstanding the normal payment dates specified for them herein. Whenever payments under this Agreement are foregoing, the Company, its Affiliates, Directors, officers and agents shall have no liability to a Participant, or any other party, if an Award that is intended to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject the Company to any claim, liabilityexempt from, or expensecompliant with, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of is not so exempt or compliant, or for any action taken by the CodeCommittee or its delegates.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the Award will comply with Section 409A of the Code (and any regulations and guidelines guidance issued thereunder)thereunder and, accordingly, to the maximum extent the Agreement and Award are subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment In the event that any provision of the this Agreement is necessary in order for it subject to but fails to comply with Section 409A, the parties hereto will negotiate in good faith to amend Company may revise the Agreement in a manner that preserves the original intent terms of the parties provision to correct such noncompliance to the extent reasonably possiblepermitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Employee on account of such noncompliance. Notwithstanding Provided, however, that in no event whatsoever shall the Company be liable for any provision of this Agreement additional tax, interest or penalty imposed upon or other detriment suffered by the Employee under Section 409A or damages for failing to the contrary, comply with Section 409A. Solely for purposes of any provision determining the time and form of payments due the Employee under this Agreement providing for (including any payments due under Section 6(d)) or otherwise in connection with the distribution Employee’s termination of any Shares upon or following employment with the Company, the Employee shall not be deemed to have incurred a termination of employment that is considered deferred compensation under Section 409A, references to the Employee’s “termination of employment” (unless and corollary terms) with the Company shall be construed to refer to the Employee’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Notwithstanding any provision to the contrary in this Agreement, if until the Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of shall incur a “separation from service” that is required to be delayed pursuant to within the meaning of Section 409A(a)(2)(B) of 409A. The parties agree, as permitted in accordance with the Code (after taking into account any applicable exceptions to such requirement)final regulations thereunder, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Employee’s a “separation from service,” or (ii) shall occur when the date of Employee and the Company reasonably anticipate that the Employee’s death level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty (40) percent of the “Delay Period”average level of bona fide services performed by the Employee for the Company over the immediately preceding thirty six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). Upon the expiration of the Delay Period, all payments delayed pursuant hereto (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee in a lump sum All reimbursements and any remaining payments due in-kind benefits provided under this Agreement shall be paid made or provided in accordance with the normal payment dates requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for them hereinreimbursement (and the in-kind benefits to be provided) during a calendar year may not affect the expenses eligible for reimbursement (and the in-kind benefits to be provided) in any other calendar year, (iii) 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 is incurred and (iv) the right to reimbursement (or in-kind benefits) is not subject to set off or liquidation or exchange for any other benefit. Whenever For purposes of Section 409A, the Employee’s right to any installment payments under this Agreement are shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made in installmentswithin ninety (90) days following the date of termination”), each such installment the actual date of payment within the specified period shall be deemed to be a separate payment for purposes of Section 409A. No action or failure to act, pursuant to this Section 11 shall subject within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes, interest or penalties pursuant to Section 409A sole discretion of the CodeCompany.