Common use of Section 409A Clause in Contracts

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This The Company and the Executive intend that the payments and benefits provided for in this Agreement is intended either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to comply be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5.3 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Company within the meaning of Section 409A of the Code and the regulations issued and guidance promulgated thereunder (“determined after applying the presumptions set forth in Treas. Reg. Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to Company, the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), 409A of the Code as determined by the Company in accordance with Section 409A of the procedures separately adopted by 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 for this purposewill 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), by which determination whereupon the Participant, as Company will pay the Executive a condition lump-sum amount equal to accepting benefits the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date in which such payments or the shares themselves shall be paid or delivered benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. Notwithstanding anything to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, in-kind benefits and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits reimbursements provided under this Agreement comply with 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 409A 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 promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the 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 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 be liable for all or the Executive reasonably determines that any portion of any taxes, penalties, interest compensation or other expenses that benefits payable under this Agreement may be incurred by subject to Section 409A of the Participant on account 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 non-compliance 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.409A of the Code and related Department of Treasury guidance.

Section 409A. 21.1 This Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement is are intended to comply with Section 409A of the Code Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption thereunder therefrom and shall be construed and interpreted administered in a manner consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant such intent. Any payments under this Agreement in connection with the Participant’s that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (or as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of a short-term deferral shall be excluded from Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedulemaximum extent possible. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with Section 409A the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the Code foregoing exceptions and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with is deemed as deferred compensation subject to the requirements for avoiding additional taxes or penalties of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under Section 409A. 21.2 If section 409A at the time of his separation from service and to if payment of the extent any portion of any payment provided to the Participant Excess Amount under this Agreement in connection with the Participant’s is required to be delayed for a period of six (6) months after separation from service (pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as defined in Section required by Code section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A , and the Participant accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” as defined in Section 409A(a)(2)(B)(i)under Code section 409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A Code sections 416(i) and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 a. This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder Code, as amended (“Section 409A”) or an exemption thereunder and shall be construed and interpreted accordingly. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner consistent that does not result in such tax or interest being imposed; provided, however, that no such amendment shall materially increase the cost to, or impose any liability on Heska with respect to any benefits contemplated or provided hereunder. Executive shall, at the requirements for avoiding request of Heska, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. b. If a payment that could be made under this Agreement would be subject to additional taxes and interest under Xxxxxxx 000X, Xxxxx in its sole discretion may accelerate some or penalties all of a payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). c. No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A. 21.2 If and d. The right to the extent any portion of any each payment provided to the Participant under described in this Agreement shall be treated as a right to a series of separate payments and a separately identifiable payment for purposes of Section 409A. e. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in connection with the Participantreference to Executive’s employment shall mean “separation from service (service” with Heska within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive shall be considered to have terminated employment with Heska when, and only when, Executive incurs a “separation from service” with Heska within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. f. If Executive qualifies as defined in Section 409A) is determined to constitute a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 19(f), would be subject to additional tax imposed pursuant to Section 409A and the Participant is as a “result of such status as a specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by then such payment shall instead be payable on the Company in accordance with date that is the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier earliest of (i) the day that is six (6) months plus one day after the date of Executive’s separation from service (as determined under Section 409A) or service, (ii) the tenth 10th day after the Executive’s death, or (iii) such other date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered will not result in such payment being subject to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.additional tax.

Section 409A. 21.1 This The Executive and the Company acknowledge that each of the payments and benefits promised to the Executive under this Agreement is intended to must either comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (together, “Code Section 409A”) or qualify for an exemption thereunder and exception from compliance. This Agreement shall be construed and interpreted administered in such manner as shall be necessary to effect compliance with, or an exemption from, Code Section 409A; provided, the preceding provisions shall not be construed as a manner consistent with guarantee by the requirements Company of any particular tax effect to the Executive of the payments and other benefits under this Agreement. With respect to payments under this Agreement, for avoiding additional taxes or penalties under purposes of Code Section 409A. 21.2 If 409A, each payment will be considered as one of a series of separate payments. The Executive and the Company further agree that, to the extent any portion of any not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). If a payment provided to the Participant obligation under this Agreement arises on account of the Executive’s termination of employment and if such payment obligation is considered “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)), the payment shall be paid only in connection with the ParticipantExecutive’s “separation from service service” (as defined in Treasury Regulation Section 409A1.409A-1(h)). If a payment obligation under this Agreement arises on account of the Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) is determined to constitute “nonqualified deferred compensation” within while the meaning of Section 409A and the Participant Executive is a “specified employee” (as defined in under Treasury Regulation Section 409A(a)(2)(B)(i1.409A-1(h)), any payment of “deferred compensation” (as determined by defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Company exemptions in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that he or she is bound, such portion of the shares of the Company’s common stock scheduled to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of within six (i6) the day that is six months plus one day after the date of such separation from service shall accrue without interest and shall be paid on the first day of the seventh (as determined under Section 409A7th) or (ii) the tenth 10th day month beginning after the date of the ParticipantExecutive’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and or, if earlier, within fifteen (15) days after the New Payment Date appointment of the personal representative or executor of the Executive’s estate following the Executive’s death solely to the extent such a delay is required to avoid the imposition of excise taxes under Code Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the shares themselves amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, if any; (ii) the reimbursement of an eligible expense shall be paid or delivered to made no later than the Participant on end of the year after the year in which such New Payment Date, expense was incurred; and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have (iii) the right to accelerate reimbursement or defer the delivery of any such shares in-kind benefits shall not be subject to liquidation or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 exchange 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.another benefit.

Section 409A. 21.1 This Agreement is intended to comply with with, or be exempt from, Code Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided applicable) and the parties hereto agree to the Participant under interpret this Agreement in connection with the Participantleast restrictive manner consistent therewith. Without limiting the generality of the foregoing, severance pay pursuant to Sections 7(d) or (e) or Section 10 constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus, to the extent of payments made from the date of termination of Executive’s separation from service (as defined in Section 409A) is determined employment through March 15 of the calendar year following such termination, such payments are intended to constitute “nonqualified deferred compensationshort-term deferral” within under Section 1.409A-1(b)(4) of the meaning Treasury Regulations. To the extent that severance payments or benefits are made following said March 15, they are intended to be payable upon an “involuntary separation from service” pursuant to Section 1.409A-1(b)(9)(iii) of Section 409A and the Participant Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding any other provisions of this Agreement to the contrary, if Executive is a “specified employee” as defined within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement or otherwise would be subject to additional tax under Code Section 409A(a)(2)(B)(i409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Code Section 409A), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he then such payment or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent benefit shall not be delivered paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid before to Executive in a lump-sum cash payment on the earlier of (i) the day that is six months plus one day after the first regular payroll date of the seventh month following Executive’s separation from service (as determined under Section 409A) or (ii) the tenth 10th business day after the date of the Participantfollowing Executive’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that but not earlier than such payments otherwise would have been delivered made). In addition, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Datecontrary, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither neither the Company nor the Participant any of its affiliates shall have the right any liability to accelerate Executive or defer the delivery of to any such shares other person or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A entity if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under in this Agreement comply that are intended to be exempt from or compliant with Code Section 409A and in no event shall the Company be liable for all are not so exempt 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.compliant.

Section 409A. 21.1 This (a) The compensation and benefits under this Agreement is are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”) or an exemption thereunder ), and shall this Agreement will be construed and interpreted in a manner consistent with that intent. (b) The preceding provisions, however, shall not be construed as a guarantee by FII of any particular tax effect to the requirements Executive under this Agreement. FII shall not be liable to the Executive for avoiding any payment made under this Agreement that is determined to result in an additional taxes tax, penalty or penalties interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. 21.2 If (c) References to “termination of employment” and similar terms used in this Agreement mean, to the extent any portion of any payment provided necessary to comply with Section 409A, the Participant under this Agreement in connection with date that the Participant’s Executive first incurs a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A 409A. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the Participant amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (e) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with FII the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i)409A, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits and any payment payable under this Agreement and the Plan, agrees that he or she as a result of such separation from service is bound, such portion of the shares of the Company’s common stock required to be delivered delayed by six months pursuant to Section 409A, then FII will make such payment on a vesting the date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after following the date of Executive’s separation from service (as determined under Section 409A) or (ii) with FII. The amount of such payment will equal the tenth 10th day after the date sum of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares payments that otherwise would have been delivered paid to the Participant Executive during the six-month period between immediately following the date of Executive’s separation from service and had the New Payment Date or the shares themselves shall be paid or delivered to the Participant on payment commenced as of such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original scheduledate. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash Each payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 be designated as a “separate payment” within the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This (a) Notwithstanding the applicable provisions of this Agreement is intended regarding timing of distribution of payments, the following special rules shall apply in order for this Agreement to comply with Internal Revenue Code Section 409A of the Code and the regulations issued thereunder (“Section IRC §409A”): (i) or an exemption thereunder to the extent any distribution is to a “specified employee” (as defined under IRC §409A) and to the extent such applicable provisions of IRC §409A require a delay of such distributions by a six (6) month period after the date of such Employee’s separation of service with the Company, the provisions of this Agreement shall be construed and interpreted as requiring a six month delay in the commencement of such distributions thereunder, and (ii) in the event there are any installment payments under this Agreement that are required to be delayed by a six month period in order to comply with IRC §409A, the monthly installments that would have been paid during such six month delay shall be accumulated and paid to the Employee in a manner single lump sum within five (5) business days after the end of such six month delay, and (iii) the Company shall not have the discretion to prepay any installment payments otherwise provided under this Agreement. (b) In the event that Employee is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under IRC §409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period. (c) For purposes of this Agreement, any reference to “termination” of Employee’s employment shall be interpreted consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to meaning of the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s term “separation from service (as defined service” in Section 409AIRC §409A(a)(2)(A)(i) is determined to constitute and any amount payable upon termination of employment which constitutes “nonqualified deferred compensation” within the meaning of Section under IRC §409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after to Employee prior to the date of such Employee incurs a separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”IRC §409A(a)(2)(A)(i). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment DateIn addition, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This of any compliance issues under IRC §409A, the Agreement is intended shall be construed in such a manner so as to comply with the provisions requirements of Section 409A and this Agreement and the Plan shall, such provision so as to avoid any adverse tax consequences to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Employee.

Section 409A. 21.1 7.1 This Change of Control Agreement is intended to comply will be administered, interpreted and construed in compliance with Section 409A, including any exemption thereunder. Each payment hereunder, including each installment payment, will be treated as a separate payment for purposes of Section 409A. With respect to payments subject to Section 409A (and not exempt therefrom), each such payment will be paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. The Executive has no right to, and there will not be, any acceleration or deferral with respect to payments hereunder. The Executive acknowledges and agrees that the Code Company will not be liable for, and nothing provided or contained in this Change of Control Agreement will obligate or cause the regulations issued thereunder (“Company to be liable for, any tax, interest or penalties imposed on the Executive related to or arising with respect to any violation of Section 409A”) 409A. For purposes of this Change of Control Agreement, any reference to "termination of employment", "termination" or an exemption thereunder and shall similar reference will be construed and interpreted in to be a manner consistent with reference to Separation from Service. 7.2 Notwithstanding any other provision of this Change of Control Agreement to the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and contrary, to the extent that any portion amount payable or benefit to be provided under this Change of Control Agreement constitutes Section 409A Deferred Compensation that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a result of Separation from Service, and the Executive is a "specified employee" (as defined and determined under Section 409A and any relevant procedures that the Company may establish) ("Specified Employee") at the time of his Separation from Service, then such payment or benefit will not be made or provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) Executive until the day after the date that is six months plus one day after following the date of separation Executive's Separation from service (as determined under Section 409A) Service, at which time all payments or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares benefits that otherwise would have been delivered paid or provided to the Participant Executive under this Change of Control Agreement during that six-month period, but were not paid or provided because of this Section 7.2, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if the Executive's Separation from Service due to death or if the Executive dies before the six-month period between has elapsed, in which event any such payments or benefits will be paid or provided to the Executive's estate within thirty (30) days of the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered death. 7.3 Notwithstanding any other provision of this Change of Control Agreement to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shallcontrary, to the extent practicable, that any amount payable or benefit to be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Change of Control Agreement comply with constitutes Section 409A Deferred Compensation that is not exempt from Section 409A and the Executive is not a Specified Employee at the time of his Separation from Service, then such payment or benefit will not be provided to the Executive until the sixtieth (60th) day following the Executive's Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during the sixty (60) days period, but were not paid or provided because of this Section 7.3, will be paid or provided, with any cash payment to be made in no event shall the Company be liable for all or a single lump sum (without any portion of any taxes, penalties, interest or other expenses with respect to that may be incurred by the Participant on account of nonsixty-compliance with Section 409A.day period).

Section 409A. 21.1 This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder ), and shall in all respects be construed administered in accordance with Section 409A. Notwithstanding anything in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and interpreted in a manner consistent with permitted by Section 409A or an applicable exemption. If the requirements for avoiding additional taxes or penalties 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. 21.2 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 “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. All separation payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment hereunder shall be treated as a separate payment and the right to a series of payments under this Agreement shall be 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 any portion of any payment provided to the Participant that reimbursements or other in-kind benefits under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning for purposes of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)409A, as determined by the Company such reimbursements or other in-kind benefits shall be made or provided in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion requirements of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, although the Company makes no representations has made every effort to ensure that the payments and benefits provided under this Agreement comply with Section 409A and 409A, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A.

Section 409A. 21.1 This Agreement is shall be interpreted to avoid any penalty sanctions under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to comply with meet the requirements of the short-term deferral exemption under Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the time of the Employee’s termination of employment and shall be construed and interpreted in a manner consistent with therefore are deemed as deferred compensation subject to the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and of the Participant Code, then if the Employee is a “specified employee” as defined in under Section 409A(a)(2)(B)(i)409A of the Code on the date of the Employee’s termination of employment, as determined by the Company in accordance with the procedures separately adopted by the Company for notwithstanding any other provision of this purposeAgreement, by which determination the Participant, as a condition to accepting benefits payment of severance under this Agreement and the Plan, agrees that he or she is bound, such portion shall be delayed for a period of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of six (i6) the day that is six months plus one day after from the date of separation from service the Employee’s termination of employment if required by Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within ten (as determined under 10) days after the end of the six (6) month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A409A of the Code shall be paid to the Employee’s estate within sixty (60) or (ii) the tenth 10th day days after the date of the ParticipantEmployee’s death (as applicable, the “New Payment Date”)death. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service All reimbursements and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be 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 reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the 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 no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Without limiting the generality of Section 7.6, the parties intend for the payments and benefits under this Agreement is intended to comply with be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of the Code such section, and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and intend that this Agreement shall be construed and interpreted administered in accordance with such intention. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a mutually agreed upon manner consistent with that to the requirements for avoiding extent possible preserves the economic benefit and original intent thereof but does not cause such an accelerated or additional taxes or tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. 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. 21.2 If 409A amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the extent any portion of any payment provided to the Participant under this Agreement in connection with during the Participantsix (6) month period immediately following Executive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within shall instead be paid on the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one first business day after the date of separation from service that is six (as determined under Section 409A6) months following Executive’s termination date (or (ii) the tenth 10th day after the date of the Participant’s death (as applicabledeath, the “New Payment Date”if earlier). The cash equivalent In the event that any payment under this Agreement may be made in two calendar years, depending on the timing of the shares that otherwise would have been delivered to the Participant during the period between the date execution of separation from service and the New Payment Date or the shares themselves a release, such payment shall be paid or delivered to made in the Participant on such New Payment Datelater calendar year, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, Notwithstanding anything to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, all (A) reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and (B) in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirement that (x) 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; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement is as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder of 1986, as amended (“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 Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or an exemption thereunder and benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and interpreted any payments described in a manner consistent with this Agreement that are due within the requirements for avoiding additional taxes or penalties under “short term deferral period” as defined in Section 409A. 21.2 If 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any portion of any payment 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 the Participant under this Agreement in connection with during the Participantsix (6)-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 (6) months following the Limited Partner’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within or, if earlier, the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the CompanyLimited Partner’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”death). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to To the extent required to comply with avoid an accelerated or additional tax under Section 409A. 21.3 Notwithstanding 409A, amounts reimbursable to the foregoing, Limited Partner shall be paid to the Company makes no representations that Limited Partner on or before the payments 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 under this Agreement comply with Section 409A and to the Limited Partner) during one year may not affect amounts reimbursable or provided 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 Participant on account of non-compliance with Section 409A.subsequent year.

Section 409A. 21.1 This Agreement is as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder of 1986, as amended (“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 Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or an exemption thereunder and benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and interpreted any payments described in a manner consistent with this Agreement that are due within the requirements for avoiding additional taxes or penalties under “short term deferral period” as defined in Section 409A. 21.2 If 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any portion of any payment 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 the Participant under this Agreement in connection with during the Participantsix-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 (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within or, if earlier, the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the CompanyLimited Partner’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”death). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to To the extent required to comply with avoid an accelerated or additional tax under Section 409A. 21.3 Notwithstanding 409A, amounts reimbursable to the foregoing, Limited Partner shall be paid to the Company makes no representations that Limited Partner on or before the payments 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 under this Agreement comply with Section 409A and to the Limited Partner) during one year may not affect amounts reimbursable or provided 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 Participant on account of non-compliance with Section 409A.subsequent year.

Section 409A. 21.1 This The intent of the parties is that payments and benefits under this Agreement is intended to comply with with, or be exempt from, Section 409A of the Code and the regulations issued and guidance promulgated thereunder (collectively “Section 409A”) or an exemption thereunder and and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted and interpreted in a manner administered consistent with such intent. (1) For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty calendar days following the requirements for avoiding additional taxes Termination Date”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Executive, directly or penalties under Section 409A. 21.2 If and to indirectly, designate the extent any portion calendar year of any payment provided to the Participant be made under this Agreement that is considered non-qualified deferred compensation. (2) In addition, notwithstanding anything in connection with this Agreement to the Participantcontrary, if at the time of Executive’s “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A and the Participant Company determines that Executive is a “specified employee” as defined in (such terms within the meaning of Section 409A(a)(2)(B)(i409A), as determined by then to the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition extent any payment or benefit that Executive becomes entitled to accepting benefits under this Agreement and on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the Plan, agrees that he or she is boundtwenty percent (20%) additional tax imposed pursuant to Section 409A, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent payment shall not be delivered or paid before payable and such benefit shall not be provided until the date that is the earlier of (i) the day that is six (6) months plus and one day after the date of your separation from service (as determined under Section 409A) service, or (ii) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the tenth 10th day after first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the date six-month period but for the application of this provision, and the balance of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves installments shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on payable in accordance with their original schedule. Neither the Company nor the Participant shall have . (3) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to accelerate reimbursement or defer in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the delivery amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such shares or cash payment except expenses are subject to a limit related to the extent specifically permitted period the arrangement is in effect; and (iii) such payments shall be made on or required by Section 409A. This Agreement is intended to comply with before the provisions last day of Section 409A and this Agreement and the Plan shall, to taxable year following the extent practicable, be construed taxable year in accordance therewith. Terms defined in this Agreement and which the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.expense was incurred.

Section 409A. 21.1 This (a) Notwithstanding any other provision of the Plan, this Agreement is intended to comply with or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the regulations issued thereunder (Grant Date, “Section 409A”). The Board (or any Committee to which administration of the Plan has been delegated by the Board) may, in its discretion, adopt such amendments to the Plan, this Agreement or an exemption thereunder the Grant Notice or adopt other policies and shall be construed procedures (including amendments, policies and interpreted in a manner consistent procedures with retroactive effect), or take any other actions, as the Board (or any Committee to which administration of the Plan has been delegated by the Board) determines are necessary or appropriate to comply with the requirements for avoiding additional taxes or penalties under of Section 409A. 21.2 If and (b) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A RSUs and the cash issuable upon settlement of Dividend Equivalents corresponding thereto shall be distributed to Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by no later than the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of later of: (i) the fifteenth (15th) day that is six months plus one day after of the date third month following Participant’s first taxable year in which such RSUs are no longer subject to a substantial risk of separation from service (as determined under Section 409A) or forfeiture, and (ii) the tenth 10th fifteenth (15th) day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent third month following first taxable year of the shares that otherwise would have been delivered Company in which such RSUs are no longer subject to the Participant during the period between the date substantial risk of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Dateforfeiture, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed as determined in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 any Treasury Regulations and other guidance issued thereunder. (c) For purposes of Section 409A of the Company be liable Code (including, without limitation, for all or any portion purposes of any taxesTreasury Regulation Section 1.409A-2(b)(2)(iii)), penalties, interest or other expenses each payment that Participant may be incurred by the Participant on account of non-compliance with Section 409A.eligible to receive under this Agreement shall be treated as a separate and distinct payment.

Section 409A. 21.1 This Agreement (a) Notwithstanding anything to the contrary in this Agreement, if Employee is intended to comply with a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued and any guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination (other than due to death), then the severance benefits payable to Employee under this Agreement, if any, and any other severance payments or an exemption thereunder separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within the six (6) month period following Employee’s termination shall accrue during such six (6) month period and shall be construed and interpreted become payable in a manner consistent with lump sum payment on the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If date six (6) months and to one (1) day following the extent any portion date of any payment provided to the Participant under this Agreement in connection with the ParticipantExecutive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning termination of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)employment. All subsequent payments, as determined by the Company if any, shall be payable in accordance with the procedures separately adopted by payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the Company for contrary, if Employee dies following his or her termination but prior to the six month anniversary of his or her date of termination, then any payments delayed in accordance with this purpose, by which determination the Participant, paragraph shall be payable in a lump sum as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day soon as administratively practicable after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the ParticipantEmployee’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves all other Deferred Compensation Separation Benefits shall be paid payable in accordance with the payment schedule applicable to each payment or delivered to benefit. (b) It is the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery intent of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This this Agreement is intended to comply with the provisions requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and the Plan shallto take such reasonable actions as are necessary, appropriate or desirable to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms avoid imposition of any additional tax or income recognition under Section 409A if and prior to the extent required actual payment to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Employee.

Section 409A. 21.1 (a) This Agreement is intended to comply with Section section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion if payment of any payment provided to the Participant amounts under this Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (pursuant to section 409A of the Code, payment of such amounts shall be delayed as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within required by section 409A of the meaning of Section 409A Code, and the Participant is accumulated amounts shall be paid in a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by lump-sum payment within 10 days after the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion end of the shares six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the CompanyCode shall be paid to the personal representative of the Executive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day estate within 60 days after the date of the ParticipantExecutive’s death death. (as applicable, the b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “New Payment Date”). The cash equivalent separation from service” under section 409A of the shares that otherwise would have been delivered to Code. For purposes of section 409A of the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Code, each payment hereunder shall be paid or delivered to the Participant on such New Payment Datetreated as a separate payment, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or defer indirectly, designate the delivery calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any such shares or cash amounts of deferred compensation subject to section 409A of the Code, and if a payment except that is subject to execution of the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with Release could be made in more than one taxable year, payment shall be made in the provisions of Section 409A later taxable year. (c) All reimbursements and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with Section the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year 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 be made no later than the last day of the calendar year following the year in which the expense is incurred, and in no event shall (iv) the Company right to reimbursement or in-kind benefits not be liable subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement is intended to and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code and Code, or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the regulations issued thereunder U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and ), to the extent any portion applicable, and shall in all respects be administered in accordance with Section 409A; provided, that, for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any payment provided to taxes, interest or penalties imposed on Executive as a result of Section 409A. To the Participant under extent any provision or term of this Agreement in connection is ambiguous as to its compliance with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within , the meaning of provision or term will be read in such a manner so that such provision or term and all payments hereunder comply with Section 409A and 409A. To the Participant extent Executive is a “specified employee” as defined under Section 409A and solely to the extent necessary to avoid taxation and/or penalties under Section 409A, no payment, distribution or other benefit described in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and constituting a distribution of deferred compensation (within the Plan, agrees that he or she is bound, such portion meaning of the shares of the Company’s common stock Treasury Regulation Section 1.409A-1(b)) to be delivered on a vesting date or paid during the cash equivalent shall not six- (6) month period following Executive’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be delivered or paid made before the earlier of (i) the day date that is six (6) months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of Executive’s death. Instead, any such deferred compensation shall be paid on the Participant’s death (as applicable, first business day following the “New Payment Date”). The cash equivalent earlier of the shares that otherwise would have been delivered to the Participant during the period between six- (6) month anniversary of Executive’s separation from service or the date of separation from service and death of Executive. In no event may Executive, directly or indirectly, designate the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery calendar year of any such shares payment to be made under this Agreement. Any provision or cash payment except term that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A and this Agreement and the Plan shallshall have no force or effect and, to the extent practicablean amendment would be effective for purposes of Section 409A, be construed in accordance therewith. Terms defined in the parties agree that this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required be amended to comply with Section 409A. 21.3 Notwithstanding 409A. Such amendment shall be retroactive to the foregoingextent permitted by Section 409A. For purposes of this Agreement, solely to the Company makes no representations that extent necessary to avoid taxation and/or penalties under Section 409A, Executive shall not be deemed to have terminated employment unless and until a separation from service (within the payments meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Each payment under Sections 4(e) and 7 shall be treated as a separate payment for purposes of Section 409A. All reimbursements and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the 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 in no event shall (iv) the Company be liable right to reimbursement or in-kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant Excess Amount under this Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (as defined in pursuant to Code Section 409A) is determined , then notwithstanding anything in this Agreement to constitute “nonqualified deferred compensation” the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the meaning end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A and shall be paid to the Participant personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” as defined in under Code Section 409A(a)(2)(B)(i)409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A Code Sections 416(i) and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner consistent that complies with the requirements for avoiding additional taxes Section 409A or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant an applicable exemption. Any payments under this Agreement in connection with the Participant’s that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (or as defined in a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits each installment payment provided under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock shall be treated as a separate payment. Any payments to be delivered on made under this Agreement upon a vesting date or the cash equivalent termination of employment shall not only be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of made upon a “separation from service (as determined service” under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A 409A, and in no event shall the Company Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A.409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s 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) of the Code), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date 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. 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: (a) the amount of expenses eligible for 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 shall not be subject to liquidation or exchange for another benefit.

Section 409A. 21.1 25.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder thereto, and, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and shall be construed and interpreted in a manner consistent with permitted by Section 409A of the requirements for avoiding additional taxes Code. Any payments or penalties under Section 409A. 21.2 If and benefits that are provided upon a Termination shall, to the extent any portion necessary in order to avoid the imposition of any payment a penalty tax on the Executive under Section 409A of the Code, not be provided to the Participant under this Agreement in connection with the Participant’s unless such Termination constitutes a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A and of the Participant Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if the Executive is considered a “specified employee” (as defined in Section 409A(a)(2)(B)(i409A of the Code), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits any amounts paid or provided under this Agreement shall, to the extent necessary in order to avoid the imposition of a penalty tax on the Executive under Section 409A of the Code, be delayed for six months after the Executive’s “separation from service” within the meaning of Section 409A of the Code, and the Plan, agrees that he or she is bound, such portion accumulated amounts shall be paid in a lump sum within ten days after the end of the shares six-month period. If the Executive dies during the six-month postponement period prior to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the CompanyCode shall be paid to the personal representative of the Executive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day estate within 60 days after the date of the ParticipantExecutive’s death (as applicable, the “New Payment Date”). The cash equivalent death. 25.2 For purposes of Section 409A of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment DateCode, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery a series of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) 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, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement or in no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Award Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision in this Award Agreement to the contrary, if a payment is intended deemed to comply with be deferred compensation subject to the requirements of Section 409A of the Code, such payment may only be made under this Award Agreement upon an event and in a manner permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event may the Participant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code and the regulations issued thereunder (unless such termination is also a “Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A and of the Code and, for purposes of any such provision of this award Agreement, references to a “termination,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Award Agreement, no amounts payable to the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Award Agreement and shall be paid to the Plan, agrees that he or she is bound, such portion Participant prior to the expiration of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of 6-month period following the Participant’s death (“separation from service” if the Company determines that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as applicablea result of the previous sentence, then on the first day following the end of such 6-month period, the “New Payment Date”). The cash equivalent of Company shall pay the shares Participant a lump-sum amount equal to the cumulative amount that otherwise would have otherwise been delivered payable to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non6-compliance with Section 409A.month period.

Section 409A. 21.1 This Agreement (a) It is intended to that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and the regulations issued thereunder other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or an exemption thereunder and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Any installment payments provided for in this Agreement shall be treated as a manner consistent with the requirements series of separate payments for avoiding additional taxes or penalties under purposes of Code Section 409A. 21.2 (b) If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A- 1(i) as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares date of the CompanyExecutive’s common stock to be delivered on a vesting date or the cash equivalent Separation from Service, Executive shall not be delivered entitled to any payment or paid before benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the day that date which is six (6) months plus one day after the date of separation Executive’s Separation from service (as determined under Section 409A) Service for any reason other than death, or (ii) the tenth 10th day date of Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (c) To the Participant’s death (as applicableextent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to Executive, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered any reimbursement payment due to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Executive pursuant to any such provision shall be paid to Executive on or delivered before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to the Participant on such New Payment Date, and any remaining shares provisions are not subject to liquidation or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement exchange for another benefit and the Plan shall, to amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the extent practicable, be construed amount of such benefits or reimbursements that Executive receives in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.taxable year.

Section 409A. 21.1 (a) This Agreement is intended to comply with with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. To the regulations issued thereunder (“extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A”) or an exemption thereunder and 409A of the Code, the provision shall be construed and interpreted read in such a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant so that no payments due under this Agreement shall be subject to an “additional tax” as defined in connection with Section 409(a)(1)(B) of the ParticipantCode. If the Employer determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Employer and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Employer of any particular tax effect to the Executive under this Agreement. (b) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executive's “separation from service” as defined in Section 409A of the Code. (e) If a payment obligation under this Agreement arises on account of the Executive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within while the meaning of Section 409A and the Participant Executive is a “specified employee” (as defined under Section 409A of the Code and determined in Section 409A(a)(2)(B)(igood faith by the Employer), any payment of “deferred compensation” (as determined by defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Company exemptions in accordance with Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within fifteen (15) days after the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion end of the shares of the Company’s common stock to be delivered six-month period beginning on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Executive’s estate following his death. (f) Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” (as determined defined under Section 409ATreas. Reg. § 1.409A-1(b)(1), after giving effect to the exemptions in Treas. Reg. §§ 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of any agreement between the Employer and the Executive in effect on or (ii) the tenth 10th day after January 1, 2005 and prior to the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Agreement.

Section 409A. 21.1 This Notwithstanding anything herein to the contrary, this Agreement is intended to comply with be interpreted and operated to the extent possible so that the payments set forth herein either shall be exempt from the requirements of Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent comply with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and of such provision; provided however that in no event shall the Employer be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any portion of any payment provided amount payable pursuant to the Participant under this Agreement in connection with constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the Participantdate of the Employee’s “separation from service (service,” as such term is defined in Treas. Reg. Section 409A) is determined to constitute 1.409A-1(h)(1), from the Employer (“nonqualified deferred compensation” within Separation from Service”), the meaning of Section 409A and the Participant Employee is a “specified employee,” as such term is defined in Treas. Reg. Section 409A(a)(2)(B)(i1.409-1(i), as determined from time to time by the Company in accordance with the procedures separately adopted by the Company for this purposeEmployer, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, then such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent 409A Payment shall not be delivered or paid before made to the Employee earlier than the earlier of (i) the day that is six (6) months plus one day after the date of separation Employee’s Separation from service (as determined under Section 409A) Service; or (ii) the tenth 10th date of Employee’s death. The 409A Payment under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, with interest (compounded monthly) at the prime rate reported by the Wall Street Journal on the date the payment otherwise would have been made, on the first business day after following the end of the six (6) month period or following the date of the ParticipantEmployee’s death (as applicabledeath, the “New Payment Date”)whichever is earlier. The cash equivalent Employee hereby acknowledges that Employee has been advised to seek and has sought the advice of the shares that otherwise would have been delivered a tax advisor with respect to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered tax consequences to the Participant on such New Payment DateEmployee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and any remaining shares or applicable federal and state tax law. Employee hereby agrees to bear the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery entire risk of any such shares or cash adverse federal and state tax consequences and penalty taxes in the event any payment except pursuant to this Agreement is deemed to be subject to Section 409A, and that no representations have been made to the extent specifically permitted or required by Section 409A. This Employee relating to the tax treatment of any payment pursuant to this Agreement is intended to comply with the provisions of under Section 409A and the corresponding provisions of any applicable state income tax laws. If payments under Section 6(c) constitute 409A Payment, references within Section 6(c) and this Section 9(i) to termination of employment or similar language shall mean Employee’s “separation from service” as defined in Treas. Reg. Section 1.409A-1(h), including the default presumptions thereunder. No 409A Payment payable under this Agreement and shall be subject to acceleration or to any change in the Plan shallspecified time or method of payment, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits except as otherwise 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 Participant on account of non-compliance consistent with Section 409A.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”)4.1. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A of the Code and this Agreement shall in all respects be administered and the Plan shall, to the extent practicable, be construed interpreted in accordance therewith. Terms defined in this Agreement and with Section 409A. If any payment or benefit cannot be provided or made at the Plan shall have time specified herein without incurring sanctions on the meanings given such terms Executive under Section 409A if and of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the extent required contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exception. All payments to comply with be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A.409A. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. 21.3 4.2. Notwithstanding the foregoing, if required by Section 409A of the Company makes no representations that Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the payments postponed amounts will be paid six (6) months following the effective date of termination from employment. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. 4.3. All reimbursements and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be 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 reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the 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 in no event shall (iv) the Company be liable right to reimbursement or in-kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement is intended to comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued Department of Treasury guidance thereunder (“Section 409A”) or an exemption thereunder and ). This Agreement shall be construed interpreted and interpreted in a manner consistent with administered to maximize the requirements exemptions from Section 409A for avoiding additional taxes or penalties under Section 409A. 21.2 If and the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any portion economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment provided to the Participant under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement in connection with to “termination of employment” or “terminates employment” (and similar references) shall have the Participant’s same meaning as “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A (a “Separation from Service”), and the Participant no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, if you are a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i)) at the time of your Separation from Service, as determined by any payment subject to Section 409A that would otherwise have been payable on account of, and within the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is first six months plus one following, your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.your death.

Section 409A. 21.1 This Agreement is intended to comply with Code Section 409A of to the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder extent subject thereto and shall be construed interpreted and interpreted administered in a manner consistent with compliance therewith. Any term used in this Agreement which is defined in Code Section 409A or the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to regulations promulgated thereunder (the extent any portion “Regulations”) shall have the meaning set forth therein unless otherwise specifically defined herein. For purposes of determining the timing of payment of any payment provided obligations to pay nonqualified deferred compensation (within the Participant meaning of Code Section 409A) under this Agreement that arise in connection with the ParticipantExecutive’s “termination of employment,” “termination” or other similar references, references to termination of employment or similar references shall mean a “separation from service (service” within the meaning of §1.409A-l(h) of the Regulations. Notwithstanding any other provision of this Agreement, if at the time of such “separation from service”, the Executive is a “specified employee,” as defined in Code Section 409A or the Regulations, and any payments upon such termination under this Agreement hereof shall result in additional tax or interest to the Executive under Code Section 409A, Executive shall not be entitled to receive such payments until the date which is six (6) months after the termination of the Executive’s employment for any reason or, if earlier, the date of the Executive’s death. Each amount to be paid or benefit to be provided to the Executive under this Agreement that constitutes nonqualified deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A. If any expense reimbursement payable to the Executive under this Agreement is determined to constitute be “nonqualified deferred compensation” within the meaning of Code Section 409A and 409A, including, without limitation any reimbursement under Section 4.4, then the Participant is a “specified employee” reimbursement shall be made to the Executive as defined in Section 409A(a)(2)(B)(i)soon as practicable after submission for the reimbursement, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion but no later than December 31 of the shares of year following the Company’s common stock to year during which such expense was incurred. Any offset, recoupment or clawback provided by Section 7.14 or 7.15, or otherwise permitted in this Agreement, shall be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered applied to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the maximum extent specifically permitted or required by Section 409A. This Agreement is intended possible to comply with Code Section 409A. In addition, if the provisions Parties become aware that any provision of Section 409A and this Agreement could reasonably be expected to subject the Executive to any additional tax or interest under Code Section 409A, then the Company and the Plan shallExecutive agree to act in good faith to reform such provision; provided that any such reform shall (x) maintain, to the maximum extent practicable, be construed in accordance therewiththe original intent of the applicable provision without subjecting the Executive to such additional tax or interest, and (y) not incur any additional compensation expense as a result of such reformation. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations does not represent, warrant or guarantee that the any 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 made pursuant to this Agreement will not result in inclusion in Executive’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Participant on account of non-compliance with Section 409A.Code or any similar state or local statute or regulation.

Section 409A. 21.1 (a) This Agreement is intended to comply provide payments that are exempt from or compliant with the provisions of Section 409A of the Code and the related regulations issued thereunder and Treasury pronouncements (“Section 409A”) or an exemption thereunder ), and the Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and accordingly. Notwithstanding any provision of this Agreement to the extent contrary, the parties agree that any portion of any payment provided to the Participant benefit or benefits under this Agreement in connection that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until a date following six months after the Executive’s termination date, or if earlier, the Executive’s death. (b) Each payment under this Agreement is intended to be (i) excepted from Section 409A, including, but not limited to, by compliance with the Participant’s short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” pay exception within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(iTreasury Regulation § 1.409A-1(b)(9)(iii), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) in the tenth 10th day after the event any Gross Up Payment is made pursuant to Section 7(a) herein, in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date of the Participant’s death (as applicablepursuant to Treasury Regulation § 1.409A-3(i)(1)(v), the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent provisions of this Agreement will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate administered, interpreted and construed accordingly (or defer the delivery of any such shares or cash payment except disregarded to the extent specifically permitted such provision cannot be so administered, interpreted, or required by Section 409A. This Agreement is intended construed). (c) All reimbursements or provision of in-kind benefits pursuant to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, shall be construed made in accordance therewithwith Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoingSpecifically, the Company makes no representations that the payments and amount reimbursed or in-kind benefits provided under this Agreement comply with Section 409A and during the Executive’s taxable year may not affect the amounts reimbursed or provided in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses taxable year (except that total reimbursements may be incurred limited by a lifetime maximum under a group health plan), the Participant reimbursement of an eligible expense shall be made on account or before the last day of nonthe Executive’s taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-compliance with Section 409A.kind benefit is not subject to liquidation or exchange for another benefit.

Section 409A. 21.1 This Notwithstanding any provisions herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Paragraph 10.B and 10.D shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. For this purpose, each payment shall be considered a separate and distinct payment. However, to the extent any such payments are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then (i) if the 70-day payment period set forth under Paragraph 10.B.1 and 3 commences in one taxable year and ends in another, then payments will not commence until the second taxable year, and (ii) if the Employee is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the compensation or benefits to which Employee is entitled under this Agreement is intended required in order to comply avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s compensation or benefits shall not be provided to Employee prior to the earlier of (x) the first business day of the seventh month measured from the date of the Employee’s “separation from service” or (y) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Paragraph 17 shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. In addition, any reimbursements made or in-kind benefits provided under this Agreement shall be made in accordance with then-current Employer policy, but to the extent such reimbursements or in-kind benefits constitute nonqualified deferred compensation subject to Section 409A, then in no event shall any reimbursements be made later than the end of the calendar year following the year in which the expense was incurred, the amounts eligible for reimbursement or in-kind benefits provided in one year shall not affect the amounts eligible for reimbursement or in-kind benefits to be provided in any subsequent year, and the right to reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder (“Section 409A”) or an exemption thereunder and thereunder. Employee shall be construed solely responsible and interpreted in a manner consistent with liable for the requirements satisfaction of all taxes and penalties that may be imposed on Employee or for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement his account in connection with the Participant’s separation from service this Agreement (as defined in including any taxes and penalties under Code Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he neither Employer nor any of its subsidiaries or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant affiliates shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such taxes or penalties. Employer makes no representations concerning the right to accelerate or defer the delivery tax consequences of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined Employee’s participation in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoingany Federal, 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 state 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.local law.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code Code, and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder thereto, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner consistent with permitted by Section 409A of the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and Code, to the extent any portion of any payment provided to the Participant applicable. Severance benefits under this Agreement in connection with the Participant’s separation are intended to be exempt from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the Participant “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if Executive is considered a “specified employee” as defined in for purposes of Section 409A(a)(2)(B)(i), as determined by 409A of the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the Plan, agrees that he or she is bound, such portion accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the shares six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the CompanyCode shall be paid to the personal representative of Executive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day estate within 60 days after the date of Executive’s death. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service (as determined service” under Section 409A) or (ii) the tenth 10th day after the date 409A of the Participant’s death (as applicable, the “New Payment Date”)Code. The cash equivalent For purposes of Section 409A of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Code, each payment hereunder shall be paid or delivered to the Participant on such New Payment Datetreated as a separate payment, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or defer indirectly, designate the delivery fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the General Release, directly or indirectly, result in Executive’s designating the fiscal year of payment of any such shares or cash payment except amounts of deferred compensation subject to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code, and this Agreement if a payment that is subject to execution of the General Release could be made in more than one taxable year, payment shall be made in the later taxable year. All reimbursements and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and in no event shall (iv) the Company right to reimbursement or in-kind benefits not be liable subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This The parties intend for the payments and benefits under this Agreement is intended to comply with be exempt from Section 409A of the Code and the regulations issued thereunder (“Section 409A”) of the Code or, if not so exempt, to be paid or an exemption thereunder provided in a manner that complies with the requirements of such section, and intend that this Agreement shall be construed and interpreted administered in accordance with such intention. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a manner consistent with separate payment of compensation. Without limiting the requirements for avoiding additional taxes or 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. 21.2 If 409A, amounts that would otherwise be payable and benefits that are non-qualified deferred compensation and are payable due to the extent any portion of any payment Executive’s “separation from service”, which would otherwise be provided pursuant to the Participant under this Agreement in connection with during the Participantsix-month period immediately following Executive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within shall instead be paid on the meaning of Section 409A and first business day after the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the following Executive’s termination date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicabledeath, the “New Payment Date”if earlier). The cash equivalent of the shares that otherwise would have been delivered Notwithstanding anything to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, all (A) reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and (B) in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirement that (x) 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; (y) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement (a) It is intended to that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and the regulations issued thereunder other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or an exemption thereunder and interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. Any installment payments provided for in this Agreement shall be treated as a manner consistent with the requirements series of separate payments for avoiding additional taxes or penalties under purposes of Code Section 409A. 21.2 (b) If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares date of the CompanyExecutive’s common stock to be delivered on a vesting date or the cash equivalent Separation from Service, Executive shall not be delivered entitled to any payment or paid before benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the day that date which is six (6) months plus one day after the date of separation Executive’s Separation from service (as determined under Section 409A) Service for any reason other than death, or (ii) the tenth 10th day date of Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (c) To the Participant’s death (as applicableextent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to Executive, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered any reimbursement payment due to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Executive pursuant to any such provision shall be paid to Executive on or delivered before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements pursuant to the Participant on such New Payment Date, and any remaining shares provisions are not subject to liquidation or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement exchange for another benefit and the Plan shall, to amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the extent practicable, be construed amount of such benefits or reimbursements that Executive receives in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.taxable year.

Section 409A. 21.1 This Agreement is intended Any payments made by the Company pursuant to comply with Section 409A 3(b)(ii) (except for Targeted Annual Bonus Awards, which shall be paid to Executive when paid to other similarly situated executives of the Code and the regulations issued thereunder (“Section 409A”Company) or an exemption thereunder and shall be construed and interpreted in paid on a manner consistent with monthly basis beginning on the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participantfirst payroll date following Executive’s “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and not in a lump sum and shall be treated as a series of separate payments for purposes of Section 409A. Executive shall receive no additional compensation following any termination except as provided herein. In the Participant event of any termination, Executive shall resign all positions with the Company and its subsidiaries. If Executive is a “specified employee” as defined within the meaning of Section 409A, then payments identified in Section 409A(a)(2)(B)(i3(b)(ii) of this Agreement shall not commence until six (6) months following “separation from service” within the meaning of Section 409A to the extent necessary to avoid the imposition of the additional twenty percent (20%) tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). If the payments described in Section 3(b)(ii) must be delayed for six (6) months pursuant to the preceding sentence, as determined Executive shall not be entitled to additional compensation to compensate for such delay period. Upon the date such payment would otherwise commence, the Company shall reimburse Executive for such payments, to the extent that such payments otherwise would have been paid by the Company had such payments commenced upon Executive’s “separation from service” within the meaning of Section 409A. Any remaining payments shall be provided by the Company in accordance with the schedule and procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”)specified herein. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with satisfy the provisions requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Any reimbursements by the Company to Executive of any eligible expenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of Executive following the year in which the expense was incurred. The amount of any Taxable Reimbursements, and the Plan shallvalue of any in-kind benefits to be provided to Executive, during any taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to the extent practicablebe provided, in any other taxable year of Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be construed in accordance therewithsubject to liquidation or exchange for another benefit. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations does not make any representation to Executive that the payments and or benefits provided under this Agreement comply with are exempt from, or satisfy, the requirements of Section 409A 409A, and in no event shall the Company be liable for all shall have no liability or other obligation to indemnify or hold harmless Executive or any portion of beneficiary for any taxestax, penaltiesadditional tax, interest or penalties that Executive or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other expenses that may be incurred by action taken with respect thereto, is deemed to violate any of the Participant on account requirements of non-compliance with Section 409A.

Section 409A. 21.1 This Agreement is intended to comply with meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued and interpretive guidance promulgated thereunder (collectively, “Section 409A”) or an exemption thereunder ), with respect to amounts subject thereto, and shall be interpreted and construed and interpreted in a manner consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the requirements amounts eligible for avoiding additional taxes or penalties under Section 409A. 21.2 If and reimbursement in any other calendar year, to the extent any portion of any payment provided subject to the Participant requirements of Section 409A, and 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 in connection with 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. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the Participanttime of Executive’s separation from service (as defined in Section 409A) is determined and therefore are deemed deferred compensation subject to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A and on the Participant date of such separation from service, then if Executive is a “specified employee” as defined in under Section 409A(a)(2)(B)(i)409A on the date of Executive’s separation from service, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion payment of the shares amounts hereunder shall be delayed for a period of six months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the end of the Companysix-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to Executive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day estate within 10 days after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the ParticipantExecutive’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.death.

Section 409A. 21.1 This Notwithstanding any provision of this Agreement is to the contrary: (a) All provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption thereunder therefrom and shall be construed and interpreted administered in accordance with such intent. 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 manner consistent with short-term deferral shall be excluded from Section 409A to the requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. 21.2 If (b) To the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to Section 7(f)(i) after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and to the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). (c) To the extent that any portion right to reimbursement of expenses or payment of any payment provided to the Participant benefit in-kind under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “constitutes nonqualified deferred compensation” compensation (within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i409A), as determined (i) any such expense reimbursement shall be made by the Company no later than the last day of Employee’s taxable year following the taxable year in accordance with which such expense was incurred by Employee, (ii) the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition right to accepting reimbursement or in-kind benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered subject to liquidation or paid before exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) If any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) Employee’s death or (ii) the tenth 10th day date that is six (6) months after the date of the Participant’s death Termination Date (as applicablesuch date, the “New Section 409A Payment Date”). The cash equivalent of , then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Section 409A Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with are exempt from, or compliant with, Section 409A and in no event shall any member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant Employee on account of non-compliance with Section 409A.

Section 409A. 21.1 This A. The Employer and the Executive intend that the payments and benefits provided for in this Agreement is intended either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Paragraph 15. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Paragraph 7 of this Agreement shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Code and the regulations issued and guidance promulgated thereunder (“determined after applying the presumptions set forth in Treas. Reg. Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent 1.409A-1(h)(1)). Further, if at the time of the Executive’s termination of employment with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to Employer, the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), 409A of the Code as determined by the Company Employer in accordance with Section 409A of the procedures separately adopted by Code, and the Company for this purpose, by which determination deferral of the Participant, commencement of any payments or benefits otherwise payable hereunder as a condition result of such termination of employment is necessary in order to accepting prevent any accelerated or additional tax under Section 409A of the Code, then the Employer 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 Employer (or the earliest date permitted under Section 409A of the Code), whereupon the Employer 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 and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date in which such payments or the shares themselves shall be paid or delivered benefits were deferred. B. Notwithstanding anything to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, in-kind benefits and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits reimbursements provided under this Agreement comply with 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 409A 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 promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Company Executive be liable for all entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This subparagraph B shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. C. In the event that following the date hereof the Employer or the Executive reasonably determines that any portion of any taxes, penalties, interest compensation or other expenses that benefits payable under this Agreement may be incurred by subject to Section 409A of the Participant on account Code, the Employer 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 non-compliance 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.409A of the Code and related Department of Treasury guidance.

Section 409A. 21.1 This (a) The compensation and benefits under this Agreement is are intended to comply with Section 409A or be exempt from the requirements of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder , and shall this Agreement will be construed and interpreted in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by Financial Institutions of any particular tax effect to the requirements Executive under this Agreement. Financial Institutions shall not be liable to the Executive for avoiding any payment made under this Agreement that is determined to result in an additional taxes tax, penalty or penalties interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. 21.2 If (b) References to “termination of employment” and similar terms used in this Agreement mean, to the extent any portion of any payment provided necessary to comply with Section 409A, the Participant under this Agreement in connection with date that the Participant’s Executive first incurs a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the Participant amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i)409A, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits and any payment payable under this Agreement and the Plan, agrees that he or she as a result of such separation from service is bound, such portion of the shares of the Company’s common stock required to be delivered delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on a vesting the date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus and one day after following the date of Executive’s separation from service (as determined under Section 409A) or (ii) with Financial Institutions. The amount of such payment will equal the tenth 10th day after the date sum of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares payments that otherwise would have been delivered paid to the Participant Executive during the six-month period between immediately following the date of Executive’s separation from service and had the New Payment Date or the shares themselves shall be paid or delivered to the Participant on payment commenced as of such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original scheduledate. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash Each payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 be designated as a “separate payment” within the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This Agreement (a) The Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 409A of 1.409A-1(b)(4) and, to the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and maximum extent permitted, this Agreement shall be construed and interpreted in a manner administered consistent with such intent. Notwithstanding anything contained herein to the contrary, if the Award fails to satisfy the requirements for avoiding additional taxes of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or penalties under Section 409A. 21.2 If and to the extent any portion settlement of any payment provided to the Participant amounts under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of Section 409A and the Participant Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the contrary, if the Grantee is a “specified employee” as defined in (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), as determined by then the Company in accordance with issuance of any Shares that would otherwise be made on the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion date of the shares of separation from service or within the Company’s common stock to be delivered on a vesting date or the cash equivalent shall first six months thereafter will not be delivered or paid before made on the earlier of (i) originally scheduled dates and will instead be issued in a lump sum on the day date that is six months plus and one day after the date of the separation from service (as determined or upon death, if earlier), with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation in respect of the Shares under Section 409A) 409A. A termination of employment or (ii) service shall not be deemed to have occurred for purposes of this Agreement providing for the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery payment of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms amounts that are considered deferred compensation under Section 409A if upon or following a termination of employment or service, unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the extent required to comply with Award is a “separate payment” for purposes of Treasury Regulation Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in 1.409A-2(b)(2). 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 Participant Grantee on account of non-compliance with Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

Section 409A. 21.1 This (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement is intended to comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A of the Code 409A, and the final regulations issued and any guidance promulgated thereunder (collectively, the “Section 409ADeferred Payments”) will be paid or an exemption thereunder and shall be construed and interpreted in otherwise provided until Executive has a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Code Section 409A and 409A. (b) Notwithstanding anything to the Participant contrary in this Agreement, if Executive is a “specified employee” as defined in within the meaning of Code Section 409A(a)(2)(B)(i409A at the time of Executive’s termination (other than due to death), as determined by then the Company Deferred Payments that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six-month anniversary of the separation from service, then any payments delayed in accordance with the procedures separately adopted by the Company this paragraph will be payable in a lump sum (with interest as provided for this purpose, by which determination the Participant, below) as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day soon as administratively practicable after the date of separation from service Executive’s death. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any delayed payments shall be credited with interest at a rate equal to the short term applicable federal rate then in effect until paid. (as determined c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves each installment shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. treated as a separate payment. (d) This Agreement is intended to comply with be exempt from the provisions requirements of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations or compliant therewith so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted accordingly. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply with Section 409A and in no event shall the Company be liable for all to take such reasonable actions which are necessary, appropriate or any portion desirable to avoid imposition of any taxes, penalties, interest additional tax or other expenses that may be incurred by the Participant on account of non-compliance with income recognition prior to actual payment to Executive under Section 409A.

Section 409A. 21.1 This (a) The provisions of this Agreement is and any payments made herein are intended to comply with with, and should be interpreted consistent with, the requirements of Section 409A of the Code and the any related regulations issued or other effective guidance promulgated thereunder (collectively, “Section 409A”) ). If any provision of this Agreement or an exemption thereunder and shall be construed and interpreted in a manner consistent with any payment made hereunder fails to meet the requirements of Section 409A, neither the Bank, the Corporation nor any of their respective affiliates shall have any liability for avoiding additional taxes any tax, penalty or penalties under interest imposed on Executive by Section 409A, and Executive shall have no recourse against the Bank, the Corporation or any of their respective affiliates for payment of any such tax, penalty, or interest imposed by Section 409A. 21.2 If and to the extent any portion of any (b) Each installment payment provided to the Participant payable under this Agreement in connection with the Participant’s separation from service (shall be treated as a separate payment as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant under Treasury Regulation §1.409A-2(b)(2). If Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), (as determined by under the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement Bank’s and the Plan, agrees that he or she is boundCorporation’s policy for identifying specified employees) on the date of Executive’s “separation from service” (within the meaning of Code Section 409A) and if any portion of any severance amount payable hereunder would be considered “deferred compensation” under Section 409A, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered paid on any date prior to the first business day after the date that is six months following Executive’s separation from service. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six-month period. Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in the event of Executive’s death prior to the end of the six-month period. (c) Section 409A prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid before the earlier of paid. Also under Section 409A, (i) the day that is six months plus one day after amount of expenses eligible for reimbursement during any calendar year may not affect the date amount of separation from service (as determined under Section 409A) or expenses eligible for reimbursement in any other calendar year, and (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate reimbursement cannot be subject to liquidation or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 exchange 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.another benefit.

Section 409A. 21.1 This Agreement To the extent applicable, it is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under that this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this 409A. Any provision that would cause the Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under fail to satisfy Section 409A if will have no force and to the extent required effect until amended to comply with Section 409A. 21.3 Notwithstanding 409A (which amendment may be retroactive to the foregoingextent permitted by Section 409A and may be made by the Company, without the consent of the Executive). Prior to any Change in Control or Externalization, the Company makes no representations and the Executive will agree to any amendment of this Agreement approved by the Board based on the advice of a nationally recognized law firm designated by the Board that such amendment, if implemented, is or is reasonably likely to reduce any adverse effect on the Company or the Executive of any rule, regulation or IRS interpretation of Section 409A and that such firm is recommending similar changes or provisions to its other clients that have change-in-control, severance or employment agreements or plans. The Executive’s right to receive any installment payments and benefits provided under this Agreement comply with 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 Section 409A and in no event shall 409A. If the Company be liable for all or Executive is entitled to any portion reimbursement of any taxes, penalties, interest or other expenses that may are includable in the Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and the reimbursement of an eligible expense must be incurred by made no later than December 31 of the Participant on account year after the year in which the expense was incurred. The Executive’s right to reimbursement of non-compliance with Section 409A.expenses under this Agreement shall not be subject to liquidation or exchange for another benefit.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant Excess Amount under this Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (as defined in pursuant to Code Section 409A) is determined , then notwithstanding anything in this Agreement to constitute “nonqualified deferred compensation” the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten days after the meaning end of the six month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A and shall be paid to the Participant personal representative of the Executive’s estate within sixty days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” as defined in under Code Section 409A(a)(2)(B)(i)409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A Code Sections 416(i) and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 7.1 This Change of Control Agreement is intended to comply will be administered, interpreted and construed in compliance with Section 409A, including any exemption thereunder. Each payment hereunder, including each installment payment, will be treated as a separate payment for purposes of Section 409A. With respect to payments subject to Section 409A (and not exempt therefrom), each such payment will be paid as a result of a permissible distribution event, and at a specified time, consistent with Section 409A. The Executive has no right to, and there will not be, any acceleration or deferral with respect to payments hereunder. The Executive acknowledges and agrees that the Code Company will not be liable for, and nothing provided or contained in this Change of Control Agreement will obligate or cause the regulations issued thereunder (Company to be liable for, any tax, interest or penalties imposed on the Executive related to or arising with respect to any violation of Section 409A. For purposes of this Change of Control Agreement, any reference to “Section 409Atermination of employment”) , “termination” or an exemption thereunder and shall similar reference will be construed and interpreted in to be a manner consistent with reference to Separation from Service. 7.2 Notwithstanding any other provision of this Change of Control Agreement to the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and contrary, to the extent that any portion of any payment amount payable or benefit to be provided to the Participant under this Change of Control Agreement in connection with the Participant’s separation constitutes Section 409A Deferred Compensation that is not exempt from service (as defined in Section 409A) , and such amount or benefit is determined payable or to constitute “nonqualified deferred compensation” within the meaning be provided as a result of Section 409A Separation from Service, and the Participant Executive is a “specified employee” (as defined in and determined under Section 409A(a)(2)(B)(i), as determined by 409A and any relevant procedures that the Company in accordance with may establish) (“Specified Employee”) at the procedures separately adopted by the Company for this purposetime of his Separation from Service, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he then such payment or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall benefit will not be delivered made or paid before provided to the earlier of (i) Executive until the day after the date that is six months plus one day after following the date of separation Executive’s Separation from service (as determined under Section 409A) Service, at which time all payments or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares benefits that otherwise would have been delivered paid or provided to the Participant Executive under this Change of Control Agreement during that six-month period, but were not paid or provided because of this Section 7.2, will be paid or provided, with any cash payment to be made in a single lump sum (without any interest with respect to that six-month period). This six-month delay will cease to be applicable if the Executive’s Separation from Service due to death or if the Executive dies before the six-month period between has elapsed, in which event any such payments or benefits will be paid or provided to the Executive’s estate within thirty (30) days of the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered death. 7.3 Notwithstanding any other provision of this Change of Control Agreement to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shallcontrary, to the extent practicable, that any amount payable or benefit to be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Change of Control Agreement comply with constitutes Section 409A Deferred Compensation that is not exempt from Section 409A and the Executive is not a Specified Employee at the time of his Separation from Service, then such payment or benefit will not be provided to the Executive until the sixtieth (60th) day following the Executive’s Separation from Service, at which time all payments or benefits that otherwise would have been paid or provided to the Executive under this Change of Control Agreement during the sixty (60) days period, but were not paid or provided because of this Section 7.3, will be paid or provided, with any cash payment to be made in no event shall the Company be liable for all or a single lump sum (without any portion of any taxes, penalties, interest or other expenses with respect to that may be incurred by the Participant on account of nonsixty-compliance with Section 409A.day period).

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid any penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. (b) Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of Employee’s estate within 60 days after the date of Employee’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Board in accordance with the provisions of Section 409A and the regulations issued thereunder. (c) This Agreement is intended to comply with Section section 409A of the Code and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section permitted by section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicableapplicable. For purposes of section 409A, be construed in accordance therewith. Terms defined in the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in kind benefits provided under this Agreement comply shall be made or provided in accordance with Section 409A the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the 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 no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Notwithstanding the other provisions hereof, this Agreement is intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and the regulations issued and administrative guidance promulgated thereunder (“Section 409A”) ), to the extent applicable, and this Agreement shall be interpreted to avoid any taxes or an exemption thereunder and penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted in to comply with or otherwise be exempt from Section 409A. No interest will be payable with respect to any amount paid within a manner consistent with time period permitted by, or delayed because of, Section 409A. All payments to be made upon a termination of the requirements Participant’s employment under this Agreement that constitute deferred compensation for avoiding additional taxes or penalties purposes of Section 409A may only be made upon a “separation from service” under Section 409A. 21.2 If and to the extent any portion 409A. For purposes of any Section 409A, each payment provided made under this Agreement shall be treated as a separate payment. Any amount payable to the Participant under pursuant to this Agreement in connection with during the six (6) month period immediately following the date of the Participant’s termination of employment that is 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 service, the Company’s (as defined in or any entity required to be aggregated with the Company under Section 409A) stock is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Section 409A(a)(2)(B)(i409A), as determined by then the Company in accordance with shall postpone the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion commencement of the shares payment of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of Excess Amount for six (i6) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after following the date of the Participant’s death (as applicable, the “New Payment Date”)termination of employment. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves delayed Excess Amount shall be paid or delivered in a lump sum to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original scheduleCompany’s first normal payroll date following the date that is six (6) months following the date of the Participant’s termination of employment. Neither the Company nor If the Participant shall have the right to accelerate or defer the delivery of any dies during such shares or cash payment except six (6) month period and prior to the extent specifically permitted or required by Section 409A. This Agreement payment of the portion of the Excess Amount that is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant delayed on account of non-compliance with Section 409A.409A, such Excess Amount shall be paid to the Participant’s estate within sixty (60) days after the Participant’s death.

Section 409A. 21.1 This Agreement (a) The Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 409A of 1.409A-1(b)(4) and, to the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and maximum extent permitted, this Agreement shall be construed and interpreted in a manner administered consistent with such intent. Notwithstanding anything contained herein to the contrary, if the Award fails to satisfy the requirements for avoiding additional taxes of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or penalties under Section 409A. 21.2 If and to the extent any portion settlement of any payment provided to the Participant amounts under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of Section 409A and the Participant Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the contrary, if the Grantee is a “specified employee” as defined in (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), as determined by then the Company in accordance with issuance of any Shares that would otherwise be made on the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion date of the shares of separation from service or within the Company’s common stock to be delivered on a vesting date or the cash equivalent shall first six months thereafter will not be delivered or paid before made on the earlier of (i) originally scheduled dates and will instead be issued in a lump sum on the day date that is six months plus and one day after the date of the separation from service (as determined under Section 409A) or (ii) upon death, if earlier), with the tenth 10th day after the date balance of the Participant’s death (as applicableShares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the “New Payment Date”). The cash equivalent issuance of the Shares is necessary to avoid the imposition of taxation in respect of the shares that otherwise would under Section 409A. A termination of employment or service shall not be deemed to have been delivered to occurred for purposes of this Agreement providing for the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery payment of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms amounts that are considered deferred compensation under Section 409A if upon or following a termination of employment or service, unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the extent required to comply with Award is a “separate payment” for purposes of Treasury Regulation Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in 1.409A-2(b)(2). 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 Participant Grantee on account of non-compliance with Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

Section 409A. 21.1 This Agreement (i) It is intended to comply with Section 409A the intention of the Code and parties that Executive’s performance of the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits services under this Agreement and payments to Executive hereunder shall not implicate Section 409A. In the Plan, agrees event that he or she is bound, such portion Executive’s performance of the shares of services or any payment due to the Company’s common stock Executive hereunder would subject Executive to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under additional tax and interest imposed by Section 409A) , or (ii) the tenth 10th day after the date of the Participant’s death (as applicableany interest or penalties with respect to such additional tax, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered Company shall modify this Agreement to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply make it compliant with the provisions of Section 409A and this Agreement maintain the value of the payments and benefits under the Plan shallAgreement. In no event, to however, shall the extent practicableCompany be liable for any tax, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms interest or penalty imposed on Executive under Section 409A if and to the extent required or any damages for failing to comply with Section 409A. 21.3 Notwithstanding (ii) If at the foregoingtime of the Executive’s termination of employment, the Company makes no representations that the payments Executive is a “specified employee,” under Section 409A, any and benefits provided all amounts payable 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 Participant on account of nonsuch termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, the date of the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 409A; (B) benefits which qualify as excepted welfare benefits pursuant to Section 409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. (iii) Any reimbursement payment or in-compliance kind benefit due to Executive pursuant to Section 3(c), to the extent that such reimbursements or in-kind benefits are taxable to Executive, shall be paid on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Section 3(c) are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year. (iv) For purposes of Section 409A, Executive’s right to receive any installment payments hereunder 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 Section 409A.reference to a number of days (e.g., payment shall be made within thirty (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.

Section 409A. 21.1 This Agreement It is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under that this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception shall be paid under such exception. For purposes of Section 409A of the Code, each payment under this Agreement and shall be treated as a separate payment for purposes of the Plan shallexclusion for certain short-term deferral amounts. In no event may the Consultant, to directly or indirectly, designate the extent practicable, calendar year of any payment under this Agreement. Within the time period permitted by the applicable Treasury Regulations (or such later time as may be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms permitted under Section 409A if and of the Code or any Internal Revenue Service or Department of Treasury rules or other guidance issued thereunder), the Company may, in consultation with the Consultant, modify this Agreement in order to cause the extent required provisions of this Agreement to comply with the requirements of Section 409A. 21.3 409A of the Code. Notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits all reimbursements provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Consultant’s lifetime (or during a shorter period of time specified in this Agreement); (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and in no event shall (d) the Company be liable right to reimbursement is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-l(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of her separation from service and if payment of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant Excess Amount under this Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (as defined in pursuant to Code Section 409A) is determined , then notwithstanding anything in this Agreement to constitute “nonqualified deferred compensation” the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the meaning end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A and shall be paid to the Participant personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” as defined in under Code Section 409A(a)(2)(B)(i)409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A Code Sections 416(i) and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and Notwithstanding anything to the extent any portion of any payment provided to contrary in this Agreement, if the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Executive is a “specified employee” (as defined and applied in Section 409A(a)(2)(B)(i)409A) as of the Date of Termination, as determined by to the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits extent any payment under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of constitutes deferred compensation (i) the day that is six months plus one day after the date of separation from service (as determined taking into account any applicable exemptions under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required by Section 409A, the Executive shall instead receive such payments (including settlement of equity awards) on the earlier of (a) the first day following the six-month anniversary of the Date of Termination, or (b) the Executive’s date of death, to comply the extent such delay is otherwise required in order to avoid a 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 the second calendar year. In addition, for purposes of Section 409A, payments shall be deemed exempt from Section 409A to the full extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4) and (with Section 409A. 21.3 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), which are hereby incorporated by reference. Notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that may amend the Agreement, or take 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 and or benefits provided under this Agreement the Agreement, or (b) comply with the requirements of Section 409A and in no event shall thereby avoid the application of any penalty taxes under such Section, but the Company shall not be liable under any obligation to make any such amendment. Nothing in this Agreement shall provide a basis for all 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 liability to the Executive, his estate or any portion of other party for any taxes, penaltiespenalties or interest due on any payment or benefit under this Agreement, including taxes, penalties or interest or other expenses that may be incurred by the Participant on account of non-compliance with imposed under Section 409A.

Section 409A. 21.1 This (a) The compensation and benefits under this Agreement is are intended to comply with Section 409A or be exempt from the requirements of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder , and shall this Agreement will be construed and interpreted in a manner consistent with that intent. The preceding provision, however, shall not be construed as a guarantee by Financial Institutions of any particular tax effect to the requirements Executive under this Agreement. Financial Institutions shall not be liable to the Executive for avoiding any payment made under this Agreement that is determined to result in an additional taxes tax, penalty or penalties interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. 21.2 If (b) References to “termination of employment” and similar terms used in this Agreement mean, to the extent any portion of any payment provided necessary to comply with Section 409A, the Participant under this Agreement in connection with date that the Participant’s Executive first incurs a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the Participant amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i)409A, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits and any payment payable under this Agreement and the Plan, agrees that he or she as a result of such separation from service is bound, such portion of the shares of the Company’s common stock required to be delivered delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on a vesting the date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus and one day after following the date of Executive’s separation from service (as determined under Section 409A) or (ii) with Financial Institutions. The amount of such payment will equal the tenth 10th day after the date sum of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares payments that otherwise would have been delivered paid to the Participant Executive during the six-month period between immediately following the date of Executive’s separation from service and had the New Payment Date or the shares themselves shall be paid or delivered to the Participant on payment commenced as of such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original scheduledate. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash Each payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with shall be designated as a “separate payment” within the meaning of 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 Participant on account of non-compliance with Section 409A.409A. [Signature Page Immediately Follows]

Section 409A. 21.1 This (a) Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided to Employee does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year, (ii) the reimbursements for expenses for which Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (b) For purposes of the application of Treas.Reg.§1.409A-1(b)(4) (or any successor provision), each payment in a series of payments provided to Employee pursuant to this Agreement is intended will be deemed a separate payment. (c) Notwithstanding any other provision of this Agreement to comply with the contrary, any payment or benefit described in Paragraph 7 that represents a “deferral of compensation” within the meaning of Section 409A of the Code and shall only be paid or provided to Employee upon his “separation from service” within the regulations issued thereunder meaning of Treas.Reg.§1.409A-1(h) (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent any successor regulation). To the extent compliance with the requirements for avoiding of Treas.Reg.§1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional taxes or penalties tax under Section 409A. 21.2 If 409A of the Code to payments due to Employee upon or following his “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Employee’s “separation from service” will be deferred (without interest) and paid to Employee in a lump sum immediately following that six month period. In the event Employee dies during that six month period, the amounts deferred on account of Treas.Reg.§1409A-3(i)(2) (or any successor provision) shall be paid to the extent any portion personal representatives of any payment provided the Employee’s estate within sixty (60) days following Employee’s death. This provision shall not be construed as preventing payments pursuant to Paragraph 7 equal to an amount up to two (2) times the lesser of (i) Employee’s annualized compensation for the year prior to his “separation from service” and (ii) the maximum amount that may be taken into account under a qualified plan pursuant to section 401(a)(17) of the Code, being paid to Employee in the first six months following his “separation from service.” (d) Anything to the Participant under this Agreement in connection with contrary herein notwithstanding, all benefits or payments provided by the Participant’s separation from service (as defined in Section 409A) is determined Company to Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion 401A of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is Code are intended to comply with the provisions of Section 409A and this Agreement and of the Plan shall, to the extent practicable, be construed in accordance therewithCode. Terms defined Notwithstanding anything in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoingcontrary, the Company makes no representations that the payments and benefits provided distributions may only be made under this Agreement comply with upon an event and in a manner permitted by Section 409A and in no event shall of the Company be liable for all Code 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.an applicable exemption.

Section 409A. 21.1 This The parties intend that the payments and benefits to which the Executive is entitled hereunder shall comply with or meet an exemption from Section 409A of the Internal Revenue Code. In this regard: (a) Notwithstanding anything in this Agreement is intended to the contrary, all cash amounts that become payable under this Agreement shall be paid no later than March 15 of the year following the year in which such amounts are earned or become vested, shall qualify for the exception for “separation pay” set forth in Section 1.409A-1(b)(9) of the Treasury Regulations or another exemption under Section 409A of the Internal Revenue Code, or shall comply with Section 409A of the Internal Revenue Code. (b) Payments subject to Section 409A of the Internal Revenue Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and that are due upon termination of employment shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s made only upon “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A 409A(a)(2)(A)(i) of the Internal Revenue Code, and shall be subject to the 6-month payment delay described in Section 409A(a)(2)(B)(i) of the Internal Revenue Code if Section 409A(a)(2)(B)(i) of the Internal Revenue Code is applicable and the Participant Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition described therein. Payments subject to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent 6-month delay shall not be delivered or paid before until the earlier of (i) first payroll date that occurs after the day date that is six (6) months plus one day following the Executive’s Separation from Service. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s Separation from Service. If the Executive dies during the postponement period prior to the payment of separation from service postponed amount, the amounts withheld on account of Section 409A of the Internal Revenue Code shall be paid to the personal representative of the Executive’s estate within sixty (as determined under Section 409A60) or (ii) the tenth 10th day days after the date of the ParticipantExecutive’s death death. (c) Notwithstanding anything herein to the contrary, any taxable reimbursements provided under this Agreement shall be subject to the following requirements: (i) no reimbursement shall affect the expenses eligible for reimbursement in any other calendar year; (ii) the Executive shall submit to the Company such statements and other evidence supporting the expenses to be reimbursed no later than as applicablethe Company may reasonably require; provided, however, that the “New Payment Date”). The cash equivalent reimbursement deadlines for the Executive shall not be shorter than the deadlines that apply to similarly-situated executives of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Company; (iii) all reimbursements shall be paid or delivered to made no later than December 31 of the Participant on calendar year following the calendar year in which such New Payment Date, related expenses were incurred; and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have (iv) the right to accelerate any reimbursements shall not be subject to liquidation or defer exchange for another benefit. (d) In the delivery event that it is determined that the terms of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to do not comply with Section 409A. 21.3 Notwithstanding 409A of the foregoingInternal Revenue Code, the Company makes no representations parties will negotiate reasonably and in good faith to amend the terms of this Agreement so that it complies (in a manner that preserves the economic value of the payments and benefits provided to which the Executive may become entitled) so that payments are made within the time period and in a manner permitted by the applicable Treasury Regulations. (e) If any payment due or made by the Company to the Executive under the terms of this Agreement or otherwise is subject to interest, penalties or additional tax under Section 409A, then the Executive shall be entitled to receive an indemnification payment (“Section 409A Indemnification Payment”) in an amount equal to the sum of (1) the Section 409A interest, penalties and additional tax attributable to any such payment, (2) any federal, state and local income taxes, employment taxes (including FICA) or other taxes payable by the Executive with respect to (A) the payment due under clause (1) above, and (B) the payment due under this Agreement comply with Section 409A clause (2), plus (3) reimbursement for attorneys’ fees actually 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 reasonably incurred by the Participant on account Executive in contesting the application of non-compliance with Section 409A.409A, in order to put the Executive in the same position he would have been in if the Section 409A interest, penalties and additional tax did not apply to such payment. That portion of the Section 409A Indemnification Payment provided for in clauses (1) and (2) of this Section 18(d) shall be paid to the Executive not less than ten (10) business days prior to the Executive remitting the related taxes and penalties, and that portion of the Section 409A Indemnification Payment provided for in clause (3) of this Section 18(d) shall be paid to the Executive no later than thirty (30) days after the Executive incurs the attorneys’ fees.

Section 409A. 21.1 This (a) It is the intention of the Company and Executive that this Agreement is intended not result in unfavorable tax consequences to comply with Executive under Section 409A of the Code and the regulations issued thereunder (“Section 409A”) ). To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A, but the Company does not warrant or an exemption thereunder and shall guarantee that the Agreement is either excepted from the requirements of Section 409A or that the Agreement complies with Section 409A. The Agreement will be construed administered and interpreted in a manner consistent with this intent, and any provision that would cause the requirements Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). The Company and Executive agree to work together in good faith in an effort to comply with Section 409A including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Executive remains solely responsible for avoiding additional taxes or any adverse tax consequences imposed upon him by Section 409A. (b) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A. 21.2 If and 409A, Executive shall not be considered to the extent any portion of any payment provided to the Participant under this Agreement in connection have terminated employment with the Participant’s Company for purposes of the Agreement and no payments shall be due to him under the Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” from the Company within the meaning of Section 409A 409A. (c) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by Agreement during the Company in accordance with six-month period immediately following Executive’s termination of employment shall instead be paid within thirty (30) days following the procedures separately adopted by first business day after the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date following his termination of separation from service employment (as or upon his death, if earlier). If it is determined under Section 409A) that all or (ii) the tenth 10th day after the date a portion of the Participant’s death (as applicablepayments due pursuant to this Agreement are subject to Section 409A of the Code, and if the General Release consideration period and revocation period spans two calendar years, the “New Payment Date”)payments provided pursuant to this Agreement that are subject to Section 409A shall not begin until the second calendar year. The cash equivalent Executive may not elect the taxable year of the shares that otherwise would have been delivered distribution. In addition, for purposes of this Agreement, each amount to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered benefit to be provided to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will Executive pursuant to this Agreement shall be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash construed as a separate identified payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions for purposes of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This Except as provided in paragraph (i) below, it is intended, and this Agreement is intended shall be construed, so that the Shares comprising the Award shall be exempt from Code section 409A pursuant to comply with Treasury Regulation Section 1.409A-1(b)(6) and all other compensation payable under this Agreement shall be exempt from Code section 409A pursuant to the exception for short-term deferrals. Accordingly, to maximize the potential application of the Code exception for short-term deferrals, each payment under the Agreement that is separately determined and the regulations issued thereunder payable (“for example, each individual dividend or distribution provided for by Section 409A”2(b)) or an exemption thereunder and shall be construed considered a separate payment for purposes of Code section 409A. (i) If any compensation payable under this Agreement constitutes deferred compensation within the meaning of Code section 409A (for example, because a delay in making payment causes the short-term deferral exception to not apply, or because the scheduled time of payment pursuant to Section 2(b) does not permit the short-term deferral exception to apply to one or more such payments, and interpreted provided in a manner consistent any such case that the Participant is subject to taxation under the Code), such compensation shall comply with the requirements for avoiding additional taxes or penalties under Section 409A.of Code section 409A and the Department of Treasury regulations and other guidance thereunder (collectively, “409A and Related Guidance”). 21.2 If and (ii) To the extent that Code section 409A is applicable to the extent Award under the terms of paragraph (i) above, compliance with 409A and Related Guidance shall include the following: (A) any portion provisions of any payment provided to the Participant under this Agreement in connection with that provide for payment of compensation that is subject to Code section 409A under paragraph (i) above and that has vesting and payment triggered by the Participant’s termination of employment shall be deemed to provide for vesting and payment that is triggered only by the Participant’s “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” within the meaning of Treasury Regulation Section §1.409A-1(h) (a “409A and Separation from Service”), (B) if the Participant is a “specified employee” as defined in within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i), as §1.409A-1(i) on the date of his or her 409A Separation from Service (with such status determined by the Company in accordance with the procedures separately adopted rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such separation from service or, in the absence of such rules established by the Company, under the default rules for this purpose, by which determination the Participant, as a condition to accepting benefits identifying specified employees under this Agreement and the Plan, agrees that he or she is boundTreasury Regulation Section 1.409A-1(i)), such portion of compensation shall be paid to the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is Participant six months plus one day following the date of such 409A Separation from Service (provided, however, that if the Participant dies after the date of separation such 409A Separation from service (as determined under Section 409A) or (ii) the tenth 10th day Service, this six-month delay shall not apply from and after the date of the Participant’s death death), and (as applicableC) to the extent necessary to comply with Code section 409A, the “New Payment Date”)definition of change in control that applies under Code section 409A shall apply under this Agreement to the extent that it is more restrictive than the definition of Change in Control that would otherwise apply. The cash equivalent In any case, where payment is delayed under clause (B) of the shares preceding sentence, payment of the portion of the Award that otherwise would have been delivered to the Participant during the period between was vested on the date of separation the Separation from service and the New Payment Date or the shares themselves Service shall be paid or delivered to on the date applicable under clause (B), with the payment determined as if such date were the applicable payment date under Section 6. The Participant on such New Payment Date, acknowledges and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither agrees that the Company nor has made no representation regarding the Participant shall have the right to accelerate or defer the delivery tax treatment of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and and, notwithstanding anything else in no event shall this Agreement, that the Company be liable Participant is solely responsible for all or taxes due with respect to 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.payment under this Agreement.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”), and the Parties agree that it shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Notwithstanding anything herein to the contrary, no termination or other similar payments and benefits hereunder shall be payable on account of Executive’s termination of employment unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and the Plan shall, in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the extent practicable, necessary (including retroactively) by Employer to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of taxes or interest under Section 409A. The preceding shall not be construed in accordance therewith. Terms defined in this Agreement as a guarantee of any particular tax effect for Executive's compensation and the Plan shall have the meanings given such terms under Section 409A if benefits and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations Employer does not guarantee that the payments and any compensation or benefits provided under this Agreement comply with will satisfy the provisions of Section 409A and in no event shall 409A. (ii) If at the Company be liable for all or any portion time of any taxespayment hereunder Executive is considered to be a Specified Employee and such payment is required to be treated as deferred compensation subject to Section 409A, penaltiesthen, interest to the extent required by Section 409A, such payments shall be delayed to the date that is six (6) months after the Termination Date. For purposes of Section 409A, each payment made under this Agreement, or other expenses pursuant to another plan or arrangement, will be treated as a separate payment. The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that may stated in Section 416(i)(1)(A)(i) of the Code. The determination of whether Executive is a Specified Employee shall be incurred based upon the twelve (12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the “identification period”). If Executive is determined to be a Specified Employee during the identification period, he or she shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12)-month period that begins on the April 1st following the close of such identification period. For purposes of determining whether Executive is a Specified Employee under Section 416(i) of the Code, compensation shall mean Executive’s W-2 compensation as reported by the Participant on account of non-compliance with Section 409A.Employer for a particular calendar year.

Section 409A. 21.1 This Agreement Award of Restricted Stock Units is intended to be exempt from or comply with Section the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be construed and interpreted in delayed for a manner consistent with period of six months after the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to Grantee’s termination of employment if the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Grantee is a “specified employee” as defined in Section 409A(a)(2)(B)(i), under section 409A of the Code (as determined by the Committee), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the procedures separately adopted Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this Award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Company for this purposeCode, by which determination and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Participant, as a condition to accepting benefits under Code. To the extent that any provision of this Agreement and would cause a conflict with the Planrequirements of section 409A of the Code, agrees that he or she is boundwould cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves provision shall be paid or delivered to the Participant on such New Payment Date, deemed null and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except void to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewithapplicable law. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in In no event shall a Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the release could be liable for all or any portion of any taxesmade in more than one taxable year, penalties, interest or other expenses that may payment shall be incurred by made in the Participant on account of non-compliance with Section 409A.later taxable year.

Section 409A. 21.1 This It is intended that this Agreement will comply with, or be exempt from, Section 409A of the Code and any regulations and guidelines promulgated thereunder, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision in this Agreement to comply the contrary: (a) the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as the Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to the Executive on the schedule set forth in this Agreement as if the Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.” (b) if the Executive is a “specified employee” of the Company under Section 409A of the Code at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service to meet the requirements of Section 409A(a)(2)(B)(i) of the Code, payment of such amount shall be delayed as required by Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. The determination of whether Executive is a specified employee, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with Section the provisions of Sections 416(i) and 409A of the Code and the regulations issued thereunder thereunder. (“c) For purposes of Section 409A”) or an exemption thereunder and shall be construed and interpreted in 409A of the Code, the right to a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion series of any payment provided to the Participant installment payments under this Agreement in connection shall be treated as a right to a series of separate payments, and each payment made under the Agreement shall be treated as a separate payment for purposes of 409A of the Code. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” date of termination”), the actual date of payment within the meaning specified period shall be within the sole discretion of Section 409A the Company. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (d) All reimbursements and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)kind benefits, as determined by the Company if any, provided under this Agreement shall be made or provided in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion requirements of Section 409A of the shares of Code, including, where applicable, the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of requirement that (i) any reimbursement is for expenses incurred during the day that is six months plus one day after the date Executive’s lifetime (or during a shorter period of separation from service (as determined under Section 409A) or time specified in this Agreement), (ii) the tenth 10th day after amount of expenses eligible for reimbursement, or in kind benefits provided, during a fiscal year may not affect the date expenses eligible for reimbursement, or in kind benefits to be provided, in any other fiscal year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Participant’s death Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, (as applicable, iii) the “New Payment Date”). The cash equivalent reimbursement of an eligible expense will be made on or before the last day of the shares that otherwise would have been delivered to fiscal year following the Participant during year in which the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Dateexpense is incurred, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have (iv) the right to accelerate reimbursement or defer the delivery of any such shares in kind benefits is not subject to liquidation or cash exchange for another benefit. Any tax gross-up payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided for under this Agreement comply with Section 409A and shall in no event shall be paid to the Company be liable for all or any portion Executive later than December 31 of any taxes, penalties, interest or other expenses that may be incurred the calendar year following the calendar year in which such taxes are remitted by the Participant on account of non-compliance with Section 409A.Executive.

Section 409A. 21.1 This (i) Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement is intended to be exempt from, or comply with with, Section 409A of the Code Code, and the regulations issued all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) or an exemption thereunder and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in a manner consistent accordance with such intent. In no event whatsoever shall the requirements Company or its affiliates or their respective officers, directors, employees or agents be liable for avoiding any additional taxes tax, interest or penalties under that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. 21.2 If and (ii) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any portion reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. (iii) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment provided to the Participant shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement in connection with may be paid within a specified period, the Participantactual date of payment within the specified period shall be within the sole discretion of the Company. (iv) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is determined 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 paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (v) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified non-qualified deferred compensation” within the meaning of Code Section 409A and upon or following a termination of the Participant Employee’s employment unless such termination is also a “specified employeeseparation from service” as defined in within the meaning of Code Section 409A(a)(2)(B)(i)409A and, as determined by the Company in accordance with the procedures separately adopted by the Company for purposes of any such provision of this purposeAgreement, by which determination the Participant, as references to a condition to accepting benefits under this Agreement “termination,” “termination of employment” or like terms shall mean “separation from service” and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of such separation from service (as determined under Section 409A) or (ii) the tenth 10th day after shall be the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery termination for purposes of any such shares payment or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.benefits.

Section 409A. 21.1 This The parties intend for the payments and benefits under this Agreement is intended to comply with be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of the Code such section, and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and intend that this Agreement shall be construed and interpreted administered in accordance with such intention. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner consistent with which does not cause such an accelerated or additional tax. For purposes of the requirements for avoiding additional taxes or limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. 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. 21.2 If 409A amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the extent any portion of any payment provided to the Participant under this Agreement in connection with during the Participantsix-month period immediately following Executive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within shall instead be paid on the meaning of Section 409A and first business day after the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after following Executive’s termination date (or death, if earlier), with interest from the date of separation from service (such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 409A) or (ii) the tenth 10th day after the date 1274 of the Participant’s death (as applicable, Code for the “New Payment Date”). The cash equivalent of the shares that otherwise month in which payment would have been delivered made but for the delay in payment required to avoid the imposition of an additional rate of tax on Executive under Section 409A. Notwithstanding anything to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, all (A) reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and (B) in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirement that (x) 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; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This (a) The Company and Executive intend that the payments and benefits provided for in this Agreement is intended either be exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 8. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 4 of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and this Agreement shall be construed and interpreted in paid or provided only at the time of a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion termination of any payment provided to the Participant under this Agreement in connection with the ParticipantExecutive’s employment that constitutes a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” from the Company within the meaning of Section 409A and the Participant 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 Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), 409A as determined by the Company in accordance with Section 409A, and the procedures separately adopted by deferral of the Company for this purpose, by which determination the Participant, commencement of any payments or benefits otherwise payable hereunder as a condition result of such termination of employment is necessary in order to accepting benefits under this Agreement and the Plan, agrees that he prevent any accelerated or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined additional tax under Section 409A, 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 Executive) or (ii) the tenth 10th day after until the date that is at least six months following Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A of the Participant’s death Code) (as applicable, the “New Permitted Payment Date”). The cash equivalent of the shares Thereafter, payments will commence and continue in accordance with this Agreement until paid in full; provided that otherwise would have been delivered any payment that is delayed pursuant to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the Permitted Payment Date. (b) Notwithstanding anything to the extent practicable, be construed in accordance therewith. Terms defined contrary in this Agreement Agreement, in-kind benefits and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits reimbursements provided under this Agreement comply with 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 409A 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 Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31 of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31 of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses calendar year following the calendar year in which the expense was incurred. This Section 11 shall only apply to in-kind benefits and reimbursements that may be incurred by the Participant on account of non-compliance with Section 409A.would result in taxable compensation income to Executive.

Section 409A. 21.1 (a) This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties to avoid any penalty sanctions under Section 409A. 21.2 Internal Revenue Code section 409A. If and to the extent any portion of any payment or benefit cannot be provided to or made at the Participant time specified herein without incurring sanctions under this Agreement section 409A, then such benefit or payment shall be provided in connection with full at the Participant’s separation from service earliest time thereafter when such sanctions will not be imposed. (as defined in Section 409Ab) The parties agree that Muther is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is not a “specified employee” for purposes of section 409A as defined of the date of this Agreement. Notwithstanding anything in Section 409A(a)(2)(B)(i)this Agreement to the contrary, as determined by if Muther is a specified employee of a publicly traded corporation under section 409A at the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the Plan, agrees that he or she is bound, such portion accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the shares six-month period. If Muther dies during the postponement period prior to the payment of postponed amount, the Companyamounts withheld on account of section 409A shall be paid to the personal representative of Muther’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day estate within 60 days after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the ParticipantMuther’s death (as applicable, the “New Payment Date”)death. The cash equivalent determination of specified employees, including the shares that otherwise would have been delivered to the Participant during the period between the date number and identity of separation from service persons considered specified employees and the New Payment Date or the shares themselves identification date, shall be paid or delivered to made by the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply Board in accordance with the provisions of Section 409A and the regulations issued thereunder. (c) For purposes of section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and kind benefits provided under this Agreement comply shall be made or provided in accordance with Section 409A the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Muther’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the 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 no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This All amounts payable under this Agreement is are intended to comply with the “short term deferral” exception from Section 409A of the Code and the regulations issued thereunder specified in Treas. Reg. § 1.409A-1(b)(4) (“Section 409A”or any successor provision) or an exemption thereunder the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and applicable exceptions. Notwithstanding the foregoing, to the extent that any portion of any payment provided amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the Participant maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. The severance amounts described in connection with this Agreement shall be paid only upon the Participant’s occurrence of an involuntary “separation from service (service,” as defined in Section 409A) is determined 409A. If payment of any amount subject to constitute “nonqualified deferred compensation” within the meaning of Section 409A and is triggered by a separation from service that occurs while the Participant Employee is a “specified employee” (as defined in by Section 409A(a)(2)(B)(i409A), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she if such amount is bound, such portion of the shares of the Company’s common stock scheduled to be delivered on a vesting date or paid within six (6) months after such separation from service, the cash equivalent amount shall not accrue without interest and shall be delivered or paid before the earlier of (i) the day that is six months plus one first business day after the date end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Employee’s estate following the Employee’s death. “Termination of employment,” “resignation” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Employee’s “separation from service (service” as determined under defined by Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered 409A. If any payment subject to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant Section 409A is contingent on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash a release by Employee and could occur in either of two years, the payment except to will occur in the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewithlater year. Terms defined Nothing in this Agreement and or the Plan shall have the meanings given such terms under Section 409A if and be construed as a guarantee of any particular tax treatment to the extent required Employee. The Employee shall be solely responsible for the tax consequences with respect to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided all amounts payable under this Agreement comply with Section 409A Agreement, and in no event shall the Company be liable for all have any responsibility or liability if this Agreement does not meet any applicable requirements of Code section 409A. In addition, to the extent that any Internal Revenue Service guidance issued under Section 409A would result in Executive being subject to the payment of interest or any portion additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any taxes, penalties, such interest or other expenses that may additional tax under Section 409A, which amendment shall have the minimum economic effect necessary to the Executive and shall not result in any additional cost to the Company, unless it agrees otherwise to incur such cost, and shall be incurred reasonably determined in good faith by the Participant on account of non-compliance with Section 409A.Company and Executive.

Section 409A. 21.1 This The Company and the Executive intend that the payments and benefits provided for in this Agreement is intended either be exempt from Section 409A of the Code and the regulations, rules and other guidance promulgated thereunder, or be provided in a manner that complies with the requirements to comply avoid tax under Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. For purposes of Section 409A, each installment in a series shall be treated as a separate payment. Notwithstanding anything contained herein to the contrary, Severance Benefits that are not exempt from Section 409A under the “short-term deferral” rule described in Treas. Reg. Section. 1.409A-1(b)(4) shall be paid or provided only upon the Executive’s “separation from service” within the meaning of Section 409A of the Code and the regulations issued and guidance promulgated thereunder (“determined after applying the presumptions set forth in Treas. Reg. Section 409A”) or an exemption thereunder 1.409A-1(h)(1)); and with respect to such Severance Benefits, references to termination of employment and similar terms shall be construed and interpreted in a manner consistent with to mean “separation from service”. Further, if as of the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the ParticipantExecutive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within service, the meaning of Section 409A and the Participant Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), 409A of the Code as determined by the Company in accordance with Section 409A of the procedures separately adopted by Code, and the deferral of any payments or benefits is necessary in order avoid tax under Section 409A of the Code, then the Company for this purposeshall defer each such payment and/or benefit 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 date (or the earliest date permitted under Section 409A of the Code), by which determination whereupon the Participant, as Company shall pay the Executive a condition lump-sum amount equal to accepting benefits 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, payments shall resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the following special rules apply to in-kind benefits and the Plan, agrees reimbursements that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of are includible in wages for tax purposes: (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service in-kind benefits and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits reimbursements provided under this Agreement comply with Section 409A during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year; (ii) no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit; and (iii) reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event shall later than December 31st of the next calendar year following the calendar year in which the expense was incurred. If the Company or the Executive reasonably determines that any provision of this Agreement might not comply with the requirements to be liable for all exempt from or any portion avoid taxes under Section 409A of any taxesthe Code, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.Company and the Executive shall work together to correct the issue.

Section 409A. 21.1 This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements such requirements. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion purposes of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” , and any payments that are due within the meaning of Section 409A and the Participant is a “specified employeeshort-term deferral period” as defined in Section 409A(a)(2)(B)(i409A will not be treated as deferred compensation unless applicable law requires otherwise. Without in any way limiting the generality of the foregoing, all payments of compensation hereunder are intended to be exempt from the requirements of Section 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by applicable, to the Company in accordance with maximum extent provided thereunder, and the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under provisions of this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original scheduleconstrued accordingly. Neither the Company nor the Participant shall Employee will have the right to accelerate or defer the delivery of any such shares payments or cash payment benefits that constitute deferred compensation under Section 409A except to the extent Section 409A specifically permitted permits or required by Section 409A. This Agreement is intended to comply with the provisions requires. Payments of any compensation that constitutes deferred compensation under Section 409A and this Agreement and that is contingent on Employee’s termination by the Plan shall, Company or resignation shall be made to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given Employee only if such terms termination or resignation constitutes a “separation from service” under Section 409A if and to (applying the extent required to comply with Section 409A. 21.3 default rules thereof). Notwithstanding the foregoing, the Company makes no representations shall not be liable to Employee or any other person or entity if the Internal Revenue Service or any court or other authority having jurisdiction over such matters determined for any reason that the any payments and or benefits to be provided under this Agreement hereunder are subject to taxes, penalties or interest as a result of failing to 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 8.1. This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder Code, as amended (“Section 409A”) or an exemption thereunder and shall be construed and interpreted accordingly. It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the Parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner consistent that does not result in such tax or interest being imposed; provided, however, that no such amendment shall materially increase the cost to, or impose any liability on Company with respect to any benefits contemplated or provided hereunder. Executive shall, at the requirements for avoiding request of Company, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. 8.2. If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A, Company in its sole discretion may accelerate some or penalties all of a payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). 8.3. No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A. 21.2 If and 8.4. The right to the extent any portion of any each payment provided to the Participant under described in this Agreement shall be treated as a right to a series of separate payments and a separately identifiable payment for purposes of Section 409A. 8.5. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in connection with the Participantreference to Executive’s employment shall mean “separation from service (service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive shall be considered to have terminated employment with Company when, and only when, Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. 8.6. If Executive qualifies as defined in Section 409A) is determined to constitute a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 18(f), would be subject to additional tax imposed pursuant to Section 409A and the Participant is as a “result of such status as a specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by then such payment shall instead be payable on the Company in accordance with date that is the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier earliest of (i) the day that is six (6) months plus one day after the date of Executive’s separation from service (as determined under Section 409A) or service, (ii) Executive’s death, or (iii) such other date as will not result in such payment being subject to such additional tax. 8.7. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the tenth 10th day after the date payment of the Participant’s death (as applicable, the any amounts or benefits upon or following a termination of employment unless such termination is also a “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and service” within the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Datemeaning of Code Section 409A and, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery for purposes of any such shares provision of this Agreement, references to a “termination,” “termination of employment” or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan like terms shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.mean “separation from service.”

Section 409A. 21.1 This Notwithstanding any provision of the Agreement is intended to comply the contrary, the following provisions shall apply for purposes of complying with Section 409A of the Internal Revenue Code and the regulations issued thereunder applicable Treasury authorities (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A.): 21.2 a. If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant Employee is a “specified employee,” as such term is defined in Section 409A(a)(2)(B)(i)409A and determined as described below in this Section 6.04, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, any payments payable as a condition to accepting benefits under this Agreement and the Plan, agrees that he result of Employee’s Termination (other than death or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent Disability) shall not be delivered or paid payable before the earlier of (i) the day date that is six months plus one day after the date of separation from service (as determined under Section 409A) or Employee’s Termination, (ii) the tenth 10th day after date of Employee’s death, or (iii) the date that otherwise complies with the requirements of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares Section 409A. This Section 6.04a shall be applied by accumulating all payments that otherwise would have been delivered paid within six months of Employee’s Termination and paying such accumulated amounts at the earliest date which complies with the requirements of Section 409A. Employee shall be a “specified employee” for the twelve-month period beginning on April 1 of a year if Employee is a “key employee” as defined in Section 416(i) of the Internal Revenue Code (without regard to Section 416(i)(5)) as of December 31 of the Participant during preceding year. b. If any provision of the period between Agreement would result in the date imposition of separation from service an applicable tax under Section 409A, Employee and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on Company agree that such New Payment Date, and any remaining shares or the cash equivalent provision will be delivered on their original schedule. Neither reformed to avoid imposition of the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A applicable tax and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required no action taken to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and 409A shall be deemed to adversely affect Employee’s rights or 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 Participant on account of non-compliance with Section 409A.hereunder.

Section 409A. 21.1 i. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued and other applicable guidance thereunder (together, “Section 409A”) ), or to qualify for an exemption thereunder thereto. Payment under this Agreement that are subject to Section 409A may only be made upon an event or events and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under permitted by Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant 409A. Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in connection with this Agreement to the Participantcontrary, if required by Section 409A, if the Employee is considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after the Employee’s separation from service (service, as defined in Section 409A) is determined , payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid to constitute “nonqualified deferred compensation” the Employee in a lump-sum payment within 10 days after the meaning end of the six-month period. If the Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A and shall be paid to the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion personal representative of the shares of the CompanyEmployee’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of estate within sixty (i60) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day days after the date of the ParticipantEmployee’s death (as applicable, the death. ii. All payments to be made upon a termination of employment under this Agreement that are subject to Section 409A may only be made upon a “New Payment Date”). The cash equivalent separation from service” of the shares that otherwise would have been delivered to Employee from the Participant during Employer under Section 409A of the period between the date Code. For purposes of separation from service and the New Payment Date or the shares themselves Section 409A, each payment hereunder shall be paid or delivered to the Participant on such New Payment Datetreated as a separate payment, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Employee, directly or defer indirectly, designate the delivery fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Employee’s execution of the Agreement and Release, directly or indirectly, result in the Employee’s designating the fiscal year of payment of any such shares or cash amounts of deferred compensation subject to Section 409A, and if a payment except that is subject to execution of the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and Release could be made in more than one taxable year, payment shall be made in the Plan shall, to the extent practicable, be construed in accordance therewithlater taxable year. iii. Terms defined in this Agreement All taxable reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A 409A, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and in no event shall (iv) the Company right to reimbursement or in-kind benefits not be liable subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement It is intended to that the payments and benefits under this Agreement comply with with, or as applicable, constitute a short-term deferral or otherwise be exempt from, the provisions of Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”) or an exemption thereunder ). The Employer shall administer and shall be construed and interpreted interpret this Agreement in a manner consistent with so that such payments and benefits comply with, or are otherwise exempt from, the requirements for avoiding additional taxes or provisions of Section 409A. Any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A. 21.2 If 409A, Employee shall not be considered to have terminated employment with the Employer for purposes of this Agreement and no payments shall be due to the extent any portion of any payment provided to the Participant Employee under this Agreement in connection with the Participant’s providing for payment of amounts on termination of employment unless Employee would be considered to have incurred a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” from the Employer within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Employee’s termination of employment shall instead be paid on the first business day after the date that is six months following Employee’s termination of employment (or upon death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Agreement which constitutes deferred compensation subject to Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, shall be construed as a condition separate identified payment for purposes of Section 409A. With regard to accepting benefits under this Agreement any provision herein that provides for reimbursement of costs and the Planexpenses or in-kind benefits, agrees that he or she is boundexcept as permitted by Section 409A, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the tenth 10th amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day after of Employee’s taxable year following the date taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the Participant’s death (as applicable, calendar year immediately following the “New Payment Date”). The cash equivalent of calendar year in which Employee remits the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Daterelated taxes, and any remaining shares reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the cash equivalent will be delivered on their original schedule. Neither end of the Company nor calendar year immediately following the Participant shall have calendar year in which the right to accelerate taxes that are the subject of the audit or defer the delivery of any such shares or cash payment except litigation are remitted to the extent specifically permitted or required by Section 409A. This Agreement is intended taxing authority, or, if no taxes are to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoingremitted, the Company makes no representations that end of the payments and benefits provided under this Agreement comply with Section 409A and calendar year following the calendar year in no event shall which the Company be liable for all audit 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.litigation is completed.

Section 409A. 21.1 This 8.2.1. All payments and benefits provided to Executive pursuant to this Agreement shall be interpreted, to the extent permissible under applicable law, so as to avoid any sanctions under Section 409A of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. 8.2.2. If the termination giving rise to the payments described in Section 4.4, Section 5.2 and Section 6 is intended not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to comply those Sections will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six month period. If Executive dies during the regulations issued thereunder (“postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A”409A of the Code shall be paid to the Executive’s estate within 10 days after the date of the Employee’s death. This Section 8.2.2 should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or an exemption thereunder and shall be construed and interpreted -1(b)(9)(iii) (or any successor provisions) to any amount payable to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to this Agreement, each payment in a manner consistent with series of payments will be deemed a separate payment. 8.2.3. Notwithstanding anything in this Agreement to the requirements for avoiding additional taxes contrary or penalties under Section 409A. 21.2 If and otherwise, to the extent any portion of any payment an expense, reimbursement or in-kind benefit provided pursuant to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute constitutes a “nonqualified deferred deferral of compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of Code (i) the day that is six months plus one day after the date any reimbursement shall be for expenses incurred during Executive’s and his surviving spouse’s lifetime (or during a shorter period of separation from service (as determined under Section 409A) or time specified in this Agreement), (ii) the tenth 10th amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (iii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day after the date of the Participant’s death calendar year following the calendar year in which the applicable expense is incurred and (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have iv) the right to accelerate payment or defer the delivery of reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.benefit.

Section 409A. 21.1 (a) This Agreement Award is intended to comply with either (i) qualify for the short-term deferral exemption under Section 409A of the U.S. Internal Revenue Code and the final regulations issued promulgated thereunder (“Section 409A”) or an exemption thereunder and (ii) satisfy the requirements of Section 409A. This Agreement shall be interpreted, administered and construed and interpreted in a manner consistent with that intent. Notwithstanding the requirements for avoiding additional taxes foregoing, if the Company determines that any provision of this Agreement or the Plan contravenes Section 409A or could cause the Grantee to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Grantee’s consent, modify such provision to (x) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, or (y) maintain, to the maximum extent practicable, the original intent and economic benefit to the Grantee’s of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Performance Units will not be subject to taxes, interest and penalties under Section 409A. 21.2 (b) If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant a Grantee is a “specified employee” as defined in under Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement 409A and the Plan, agrees that he or she Grantee’s Award is bound, such portion to be settled on account of the shares of the CompanyGrantee’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as determined defined under Section 409A) or (ii) the tenth 10th day after the date , then any portion of the ParticipantGrantee’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares Award that would otherwise would have been delivered to the Participant be settled during the six-month period between commencing on the date of Grantee’s separation from service and the New Payment Date or the shares themselves shall be paid settled as soon as practicable following the conclusion of the six-month period (or delivered to following the Participant on Grantee’s death if it occurs during such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined six-month period). (c) Notwithstanding anything in this Agreement to contrary, in the event an Award remains outstanding following a Xxxxxxx’s “separation from service” as defined in Treas. Reg. § 1.409A-1(h), and settles on or after the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoingVesting Date, the Company makes Award shall settle no representations that later than December 31 of the payments and benefits provided under this Agreement comply with Section 409A and year in no event shall which the Company 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.Vesting Date occurs.

Section 409A. 21.1 This Agreement is intended to comply with the requirements of Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder ), and shall in all respects be construed administered in accordance with Section 409A. Notwithstanding anything in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and interpreted in a manner consistent with permitted by Section 409A or an applicable exemption. If the requirements for avoiding additional taxes or penalties 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. 21.2 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 “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. All ​ separation payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment hereunder shall be treated as a separate payment and the right to a series of payments under this Agreement shall be 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 any portion of any payment provided to the Participant that reimbursements or other in-kind benefits under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning for purposes of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)409A, as determined by the Company such reimbursements or other in-kind benefits shall be made or provided in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion requirements of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, although the Company makes no representations has made every effort to ensure that the payments and benefits provided under this Agreement comply with Section 409A and 409A, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Participant Executive on account of non-compliance with Section 409A.

Section 409A. 21.1 18.1 This Agreement is intended to comply with Section section 409A of the Code and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and permitted by section 409A, to the extent any portion of any payment provided applicable. Any payments that qualify for the “short-term deferral” exception or another exception under section 409A shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section contrary, if required by section 409A) , if Xxxxx is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is considered a “specified employee” for purposes of section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 490A, payment of such amounts shall be delayed as defined required by section 409A, and the accumulated amounts shall be paid in Section 409A(a)(2)(B)(i)a lump sum payment within ten days after the end of the six-month period. If Xxxxx dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of Xxxxx’x estate within 60 days after the date of Xxxxx’x death. 18.2 All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. For purposes of section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as determined by a right to a series of separate payments. In no event may Xxxxx, directly or indirectly, designate the Company calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the procedures separately adopted by requirements of section 409A, including, where applicable, the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees requirement that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) any reimbursement is for expenses incurred during the day that is six months plus one day after the date period of separation from service (as determined under Section 409A) or time specified in this Agreement, (ii) the tenth 10th amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day after the date of the Participant’s death (as applicable, calendar year following the “New Payment Date”). The cash equivalent of year in which the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Dateexpense is incurred, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have (iv) the right to accelerate reimbursement or defer the delivery of any such shares in kind benefits is not subject to liquidation or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 exchange 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.another benefit.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”a) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A. Accordingly, all provisions of herein shall be construed and interpreted to comply with Code Section 409A and this Agreement and the Plan shallif necessary, to the extent practicable, any such provision shall be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required deemed amended to comply with Code Section 409A and the regulations thereunder. The right to a series of payments hereunder shall be treated as a right to a series of separate payments for purposes of Code Section 409A. 21.3 (b) Notwithstanding any provision to the foregoingcontrary in this Agreement, no payments or benefits to which Executive becomes entitled under Paragraph 5 of this Agreement (other than the Company makes no representations that reimbursement of healthcare premium payments during the applicable period of COBRA coverage) shall be made or paid to Executive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such termination of employment or (ii) the date of his death, if Executive is deemed, pursuant to the procedures established by the Compensation Committee in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all for all non-qualified deferred compensation plans of the Employer Group subject to Code Section 409A, to be a “specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Subparagraph 7(b) shall be paid in a lump sum to Executive, and benefits provided any remaining payments due under this Agreement comply shall be paid in accordance with Section 409A and in no event the normal payment dates specified for them herein. The specified employees subject to such a delayed commencement date shall the Company be liable for all or any portion identified as of December 31 of each calendar year. If Executive is so identified as of any taxessuch December 31, penalties, interest or other expenses that may be incurred by he shall have specified employee status for the Participant twelve (12)-month period beginning on account April 1 of non-compliance with Section 409A.the following calendar year.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409Al(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If the Executive is a “key employee” of a publicly traded corporation under Section 409A at the time of his separation from service and if payment of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant Excess Amount under this Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (as defined in pursuant to Code Section 409A) is determined , then notwithstanding anything in this Agreement to constitute “nonqualified deferred compensation” the contrary, payment of such amount shall be delayed as required by Code Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the meaning end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Section 409A and shall be paid to the Participant personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” as defined in under Code Section 409A(a)(2)(B)(i)409A, as determined by the Company Board, in its sole discretion. The determination of key employees, including the number and #91155124v3 identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A Code Sections 416(i) and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This 14.1. It is the intention of the Company that all payments and benefits under this Agreement shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A, to the extent applicable. Any ambiguity in this Agreement shall be interpreted to comply with Section 409A the above. The Executive acknowledges that the Company has made no representations as to the treatment of the Code compensation and benefits provided hereunder and the regulations issued thereunder (“Section 409A”) Executive has been advised to obtain his own tax advice. 14.2. Each amount or an exemption thereunder and benefit payable pursuant to this Agreement shall be construed and interpreted in deemed a manner consistent with the requirements separate payment for avoiding additional taxes or penalties under purposes of Section 409A. 21.2 If and 14.3. For all purposes under this Agreement, any iteration of the word “termination” (e.g., “terminated”) with respect to the extent any portion of any payment provided to the Participant under this Agreement in connection with the ParticipantExecutive’s employment, shall mean a separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A 409A. 14.4. Notwithstanding anything in this Agreement to the contrary, in the event the stock of the Company is publicly traded on an established securities market or otherwise and the Participant Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i), (as determined by under the Company Company’s administrative procedure for such determinations, in accordance with Section 409A) at the procedures separately adopted by time of the Company for this purposeExecutive’s termination of employment, by which determination the Participant, as a condition to accepting benefits any payments under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock are deemed to be delivered on a vesting date or the cash equivalent deferred compensation subject to Section 409A shall not be delivered paid or paid before begin payment until the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) Executive’s death or (ii) the tenth 10th day after first payroll date following the six (6) month anniversary of the Executive’s date of termination of employment. If the payment of any amounts under this Agreement are delayed as a result of the previous sentence, on the first payroll date following the end of the six (6) month period, the Company shall 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 such six (6) month period, plus accrued interest on such cumulative amounts at a per annum rate of interest equal to the prime rate for large banks, as published in the Wall Street Journal on the Executive’s date of termination, for the period beginning on (and including) the date of the Participant’s death termination through (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between and excluding) the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.payment.

Section 409A. 21.1 (a) This Letter Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder exemption, and shall payments, rights and benefits may only be construed made or satisfied under this Letter Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under permitted by Section 409A. 21.2 If and 409A, to the extent any portion applicable. Severance benefits under this Letter Agreement are intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion under Section 409A for certain short-term deferral amounts. Notwithstanding anything in this Letter Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A, (i) if payment of any payment provided to the Participant amounts under this Letter Agreement in connection with the Participant’s is required to be delayed for a period of six months after separation from service (as defined in pursuant to Section 409A, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts and interest on such amounts (calculated based on the Applicable Federal Rate in effect on the date of termination) is determined to shall be paid in a lump sum payment within ten days after the end of the six-month period and (ii) in the event any equity compensation awards held by you that vest upon termination of your employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the delivery of Shares or cash (as applicable) in settlement of such awards shall be made on the earliest permissible payment date (including the date that is six months after separation from service pursuant to Section 409A) or event under Section 409A on which the Shares or cash would otherwise be delivered or paid. If you die during the postponement period prior to the payment of any amounts or benefits or delivery of Shares, the amounts and entitlements delayed on account of Section 409A shall be paid or provided to the personal representative of your estate within 60 days after the date of your death. (b) All payments to be made upon a termination of employment under this Letter Agreement may only be made upon a “separation from service” under Section 409A. In no event may you, directly or indirectly, designate the calendar year of a payment. Any payments and/or equity awards which constitute nonqualified deferred compensation under Section 409A which are payable upon a Change in Control shall only be paid upon transactions or events which give rise to a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” of the Company under Section 409A of the Code, and the Participant is rulings and regulations issued thereunder, and in the event such transactions or events do not give rise to a “specified employeechange in ownership or effective control” as defined or a change in Section 409A(a)(2)(B)(i)the “ownership of a substantial portion of the assets” of the Company, as determined by such amounts shall become vested and nonforfeitable but shall be distributed on the Company otherwise applicable distribution date or event. All reimbursements and in-kind benefits provided under this Letter Agreement shall be made or provided in accordance with the procedures separately adopted by requirements of Section 409A, including, where applicable, the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees requirement that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that any reimbursement is six months plus one day after the date for expenses incurred during your lifetime (or during a shorter period of separation from service (as determined under Section 409A) or time specified in this Letter Agreement); (ii) the tenth 10th amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day after the date of the Participant’s death calendar year following the year in which the expense is incurred; and (as applicable, iv) the “New Payment Date”)right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves Any tax gross-up payments payable under this Letter Agreement shall be paid no later than the date on which the taxes on the underlying income or delivered imputed income are due to the Participant on such New Payment Dateapplicable tax authority, and in any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except event prior to the extent specifically permitted end of the calendar year next following the calendar year in which the applicable taxes (and any income or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, other related taxes or interest or penalties thereon) are remitted to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.applicable taxing authority.

Section 409A. 21.1 This Agreement It is intended to that this Agreement comply with or be exempt from Section 409A of the Code and the regulations issued Treasury Regulations and IRS guidance thereunder (collectively referred to as “Section 409A”) or an exemption thereunder ). Notwithstanding anything to the contrary in this Agreement, this Agreement shall, to the maximum extent possible, be administered, interpreted, and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 409A. If and to the extent any portion of any required to comply with Section 409A, no payment provided or benefit required to the Participant be paid under this Agreement in connection with on account of termination of the ParticipantExecutive’s employment shall be made unless and until the Executive has a “separation from service (service” within the meaning of Section 409A. If any provision of this Agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the Company; provided, however, that if for the period for providing and not revoking a Release at Section 2.4 below spans two calendar years, no payment shall be made until the second calendar year. In the case of any amounts payable under this Agreement that may be treated as payable in the form of “a series of installment payments,” as defined in Treasury Regulation Section 409A1.409A-2(b)(2)(iii), the right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If the Executive is a “specified employee” as determined pursuant to Section 409A as of the date of termination of employment and if any payment or benefit provided for in this Agreement or otherwise both (x) is determined to constitute constitutes a “nonqualified deferred deferral of compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall (y) cannot be delivered paid or paid before provided in the manner otherwise provided without subjecting the Executive to additional tax, interest, or penalties under Section 409A, then any such payment or benefit shall be delayed until the earlier of (i) the day that date which is six (6) months plus one day after the date of Executive’s “separation from service (as determined under service” within the meaning of Section 409A) 409A for any reason other than death, or (ii) the tenth 10th day date of the Executive’s death. Any payment or benefit otherwise payable or to be provided to the Executive upon or in the six (6) month period following “separation from service” that is not so paid or provided by reason of this Section 2.3 shall be accumulated and paid or provided to the Executive in a single lump sum, as soon as practicable (and in all events within 15 days) after the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, as soon as practicable, and in all events within fifteen (15) days, after the date of the ParticipantExecutive’s death (as applicable, the “New Payment Date”death). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date All subsequent payments or the shares themselves benefits, if any, shall be paid payable or delivered provided in accordance with the payment schedule applicable to each payment or benefit. It is the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery intent of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This this Agreement is intended to comply with the provisions requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and the Plan shallto take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms Executive under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 This To the extent applicable, the parties hereto intend that this Agreement is intended to comply with Section 409A of the Code and the all guidance or regulations issued thereunder (“Section 409A”) or an exemption thereunder and ). The parties hereby agree that this Agreement shall at all times be construed and interpreted in a manner consistent to comply with Section 409A and that should any provision be found not in compliance with Section 409A, the requirements parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for avoiding additional taxes or penalties under the Company to achieve compliance with Section 409A. 21.2 If 409A. By execution and delivery of this Agreement, the Executive irrevocably waives any objections he may have to the extent any portion amendments required by Section 409A. In the event amendments are required to be made to this Agreement to comply with Section 409A, the Company shall use its commercially reasonable best efforts to provide the Executive with substantially the same benefits and payments he would have been entitled to pursuant to this Agreement had Section 409A not applied, but in a manner that is compliant with Section 409A. The manner in which the immediately preceding sentence shall be implemented shall be the subject of good faith negotiations of the parties. The parties also agree that in no event shall any payment provided required to the Participant under be made pursuant to this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) that is determined to constitute “nonqualified considered deferred compensation” compensation within the meaning of Section 409A and be accelerated in violation of Section 409A. The parties further agree that any payments of deferred compensation that are made as a result of a separation from service cannot commence under Section 409A until the Participant lapse of six (6) months after a separation from service (or death of the Executive, if earlier), to the extent that Executive is determined to be a “specified employee” (as that term is defined in Section 409A(a)(2)(B)(i)409A) and a six-month delay is required under Section 409A. Any payment or portion thereof that must be delayed pursuant to this “specified employee” rule shall be paid, as determined by the Company along with any interest accrued in accordance with this Agreement, in the procedures separately adopted by seventh (7th) month following the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the CompanyExecutive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.separation.

Section 409A. 21.1 This Agreement is intended to comply with meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued and interpretive guidance promulgated thereunder (collectively, “Section 409A”) or an exemption thereunder ), with respect to amounts subject thereto, and shall be interpreted and construed and interpreted in a manner consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the requirements amounts eligible for avoiding additional taxes or penalties under Section 409A. 21.2 If and reimbursement in any other calendar year, to the extent any portion of any payment provided subject to the Participant requirements of Section 409A, and 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 in connection with 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 as determined by the ParticipantCompany based on the advice of its tax advisor. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service (as defined in Section 409A) is determined and therefore are deemed deferred compensation subject to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A and on the Participant date of such separation from service, then if Executive is a “specified employee” as defined in under Section 409A(a)(2)(B)(i)409A, as determined by the Company based on the advice of its tax advisor, on the date of Executive’s separation from service, payment of the amounts hereunder shall be delayed for a period of six months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in accordance with a lump sum within 10 days after the procedures separately adopted by end of the Company for this purposesix-month period. Based on the foregoing, by it is currently contemplated that the release of shares from the rabbi trust benefiting the Executive will occur no earlier than six months after the Executive’s separation from service, which determination the Participant, as a condition to accepting benefits under this Agreement and agreement is January 15, 2019. If Executive dies during the Plan, agrees that he or she is bound, such portion postponement period prior to payment of the shares postponed amount, the amounts withheld on account of the CompanySection 409A shall be paid to Executive’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day estate within 10 days after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the ParticipantExecutive’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.death.

Section 409A. 21.1 (a) This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the its corresponding regulations issued thereunder (“Section 409A”) ), or an exemption thereunder thereto, and shall payments may only be construed made under this Letter Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under permitted by Section 409A. 21.2 If and 409A, to the extent any portion of any payment applicable. Separation pay provided under this Letter Agreement is intended to be exempt from Section 409A under the “separation pay exception,” to the Participant maximum extent applicable. Further, any payments that qualify for the “short-term deferral” exception or another exception under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and shall be paid under the Participant is applicable exception. Notwithstanding anything in this Letter Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Letter Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, to avoid the application of Section 409A to amounts payable hereunder, payment of such amounts shall be delayed as defined required by Section 409A, and the accumulated amounts shall be paid in a lump sum payment after the end of the six-month period, but not later than 10 days thereafter. (b) All separation payments to be made upon a termination of service under this Letter Agreement may only be made upon a “separation from service” under Section 409A(a)(2)(B)(i)409A. For purposes of Section 409A, any right to a series of installment payments shall be treated as determined by a right to a series of separate payments. In no event may you, directly or indirectly, designate the Company calendar year of a payment. All reimbursements and in-kind benefits provided under the Letter Agreement shall be made or provided in accordance with the procedures separately adopted by requirements of Section 409A to avoid the Company for this purposeapplication of Section 409A to such amounts, by which determination including, where applicable, the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of requirement that: (i) any reimbursement is for expenses incurred during the day that is six months plus one day after the date period of separation from service (as determined under Section 409A) or time specified in this Letter Agreement; (ii) the tenth 10th amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day after the date of the Participant’s death calendar year following the year in which the expense is incurred; and (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have iv) the right to accelerate reimbursement or defer the delivery of any such shares in kind benefits is not subject to liquidation or cash payment except exchange for another benefit. Notwithstanding anything in this Letter Agreement to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions contrary, any right of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 to offset or otherwise reduce any portion of any taxes, penalties, interest or other expenses sums that may be incurred due or become payable by the Participant on account of non-compliance with Company to you or for your account, by any overpayment or indebtedness, shall be subject to limitations imposed by Section 409A.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code Code, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and the regulations issued thereunder (“Section 409A”) or an exemption thereunder in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Each payment under this Agreement or any benefit plan of Employer is intended to be treated as one of a manner consistent series of separate payments for purposes of Section 409A of the Code. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A of the Code, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). Notwithstanding anything herein to the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and contrary, to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service Executive is considered a “specified employee” (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares Code) at the time of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of his separation from service and would be entitled to a payment upon separation from service during the New Payment Date six-month period beginning on Executive’s date of termination that is not otherwise excluded under Section 409A of the Code under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the shares themselves payment shall not be made to Executive until the earlier of the six-month anniversary of Executive’s date of termination or Executive’s death and shall be accumulated and paid on the first day of the seventh month following the date of termination. Employer cannot guarantee that the Transition Benefits provided under this Agreement shall satisfy all applicable provisions of Section 409A of the Code. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of Employer, and Executive shall have no right (directly or delivered indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years. The payment of any compensation or benefit that is subject to the Participant on such New Payment Date, and any remaining shares or requirements of Section 409A of the cash equivalent will Code may not be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment accelerated except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with 409A of the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Code.

Section 409A. 21.1 This All amounts payable under this Agreement is are intended to be exempt from, or comply with with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder (collectively, “Section 409A”) ). To the extent required to comply with or an exemption thereunder and shall be construed and interpreted in a manner consistent exempt from Section 409A, you will not be considered to have terminated employment with the requirements Company for avoiding additional taxes or penalties under Section 409A. 21.2 If purposes of this Agreement, and no payment will be due to the extent any portion of any payment provided to the Participant you under this Agreement in connection with the Participant’s Agreement, until you have incurred a “separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensationservice” from the Company within the meaning of Section 409A and (after giving effect to the Participant is presumptions set forth therein). If you are determined to be a “specified employee” as defined in at the time of your separation from service then, to the extent necessary to prevent any accelerated or additional tax under Section 409A(a)(2)(B)(i)409A, as determined by payment of the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits amounts payable under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to will be delivered on a vesting date or the cash equivalent shall not be delivered or paid before delayed until the earlier of (i) the day date that is six months plus and one day after the date of following your separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”)your death. The cash equivalent of the shares that otherwise would have been delivered Each amount paid to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves you pursuant to this Agreement shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash treated as a separate payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions for purposes of Section 409A and the right to a series of installment payments under this Agreement and shall be treated as the Plan shall, right to the extent practicable, be construed in accordance therewitha series of separate payments. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to To the extent required to comply with Section 409A. 21.3 Notwithstanding 409A, if the foregoingperiod available to execute (and not revoke) the Separation Agreement spans two calendar years, the Company makes no representations that Cash Severance Payment, the payments COBRA Payment, the Change in Control Severance Payment or the Death/Disability Payment will be paid in the second calendar year. To the extent required to comply with Section 409A, a Change in Control will not be deemed to occur for purposes of this Agreement unless it is a “change in control event” as defined in Section 1.409A-3(i)(5)(i) of the Treasury Regulations, and benefits if it is not a “change in control event,” payment of the severance described in Section 1(b) of this Agreement shall instead be paid as provided under Section 1(a) of this Agreement (unless the severance, or portion thereof, could be paid earlier without resulting in adverse tax consequences under Section 409A). Any reimbursement payable under this Agreement comply with that is subject to Section 409A is subject to the following additional rules: (A) the amount of expenses eligible for reimbursement during any taxable year shall not affect the amount of expenses eligible for reimbursement in any other taxable year; (B) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred, and (C) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. Notwithstanding the foregoing or anything to the contrary in no event shall this Agreement, neither the Company nor any other person will be liable for all to you by reason of any acceleration of income, or any portion additional tax (including any interest and penalties), asserted with respect to any of any taxesthe payments under this Agreement, penalties, interest including by reason of the failure of this Agreement to satisfy the applicable requirements of Section 409A in form or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.in operation.

Section 409A. 21.1 This (a) Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Except to the extent permitted under Section 409A, in no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. (b) Notwithstanding any provision to the contrary in this Agreement, if on the date of the Executive’s termination of employment, the Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then all severance benefits payable to the Executive under this Agreement that constitute deferred compensation subject to the requirements of Section 409A of the Code that are payable to Executive within the six (6) month period following Executive’s separation from service shall be postponed for a period of six (6) months following Executive’s “separation from service” with the Company (or any successor thereto). Any payments delayed pursuant to this Section 15.8(b) will be made in a lump sum on the Company’s first regularly scheduled payroll date for Peer Executives that follows such six (6) month period or, if earlier, the date of the Executive’s death, and any remaining payments required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under this Agreement. (c) Notwithstanding any other provision to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the regulations issued thereunder Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (“Section 409A”d) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and Notwithstanding any other provision to the extent any portion of contrary, in no event shall any payment provided to the Participant under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) To the extent that any reimbursement, fringe benefit or other similar plan or arrangement in connection with which Executive participates during the Participantterm of Executive’s separation from service (as defined in Section 409A) is determined to constitute employment under this Agreement or thereafter provides for a “nonqualified deferred deferral of compensation” within the meaning of Section 409A of the Code, (1) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid); (2) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)(3) any such reimbursement or payment may not be subject to liquidation or exchange for another benefit, as determined by the Company all in accordance with Section 1.409A-3(i)(1)(iv) of the procedures separately adopted by Treasury Regulations. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall does not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered make any representations with respect to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions application of Section 409A and of the Code to any tax, economic or legal consequences of any payments payable to Executive hereunder. Additionally, by the acceptance of this Agreement and Agreement, Executive acknowledges that Executive has obtained independent tax advice regarding the Plan shall, application of Section 409A of the Code to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and payments due to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Executive hereunder.

Section 409A. 21.1 This Agreement It is intended to that this Agreement will comply with Section 409A of the Code and the any regulations issued and guidelines promulgated thereunder (collectively, “Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and ), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any portion of any payment provided provision to the Participant under contrary in this Agreement in connection with Agreement, if you are deemed on the Participant’s date of your “separation from service service” (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Treas. Reg. Section 409A and 1.409A-1(h)) with the Participant is Company to be a “specified employee” as defined in (within the meaning of Treas. Reg. Section 409A(a)(2)(B)(i1.409A-1(i)), as determined by 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 Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition Code (after taking into account any applicable exceptions to accepting benefits under this Agreement and the Plan, agrees that he or she is boundsuch requirement), such portion of payment or benefit shall be made or provided on the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before that is the earlier of (i) the day that is expiration of the six months plus one day after (6)-month period measured from the date of your “separation from service (as determined under Section 409A) service,” or (ii) the tenth 10th day after the date of the Participant’s your death (as applicable, the “New Payment DateDelay Period”). The cash equivalent Upon the expiration of the shares that otherwise Delay Period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been delivered to payable in a single sum or in installments in the Participant during the period between the date absence of separation from service and the New Payment Date or the shares themselves such delay) shall be paid or delivered reimbursed to the Participant on such New Payment Date, you in a lump sum and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided due under this Agreement comply shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts upon or following a termination of service that are considered deferred compensation under Section 409A, references to your “termination of service” (and corollary terms) with the Company shall be construed to refer to your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. 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. The Agreement may be amended in any respect deemed necessary by the Committee in order to preserve compliance with Section 409A and in no event shall of the Company 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.Code.

Section 409A. 21.1 This Agreement is intended to comply with the requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. The payments to the regulations issued Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). Notwithstanding anything in this Agreement to the contrary, in the event that any amounts payable (or benefits provided) under this Agreement are subject to the provisions of Section 409A of the Code, to the extent determined necessary, the parties agree to amend this Agreement in the least restrictive manner necessary to avoid imposition of any additional tax or income recognition on the Executive under Section 409A of the Code, the final Treasury Regulations and other Internal Revenue Service guidance thereunder (“409A Penalties”); provided, that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. In addition, to the extent necessary to comply with Section 409A”409A of the Code, references to termination of employment (and similar phrases) or an exemption thereunder and in this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties term “separation from service” under Section 409A. 21.2 If 409A(a) (2)(A)(i) of the Code and to final Treasury Regulations and other Internal Revenue Service guidance thereunder. To the extent that any portion right to reimbursement of expenses or payment of any payment provided to the Participant benefit in-kind under this Agreement constitutes “nonqualified deferred compensation” (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in connection with which such expense was incurred by Executive, (ii) the Participant’s separation from service right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (as defined iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in Section 409A) any other taxable year. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit provided pursuant to the terms of this Agreement is determined a direct payment or a substitute or replacement for a right to constitute payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, including, to the extent applicable, amounts payable under another plan or agreement between the Executive and the Participant is a Company or any of its affiliates or predecessors (the “specified employee” as defined in Section 409A(a)(2)(B)(iProtected Amount”), as determined by then the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition applicable payment or benefit to accepting benefits be paid or provided under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to provided at the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A same time 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 same form as the Participant on account of non-compliance with Section 409A.corresponding Protected Amount.

Section 409A. 21.1 This Notwithstanding anything in this Agreement or elsewhere to the contrary: (a) If the Executive is intended a “specified employee” as determined pursuant to comply with Section 409A of the Code as of the date of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of if any payment or benefit provided to the Participant under for in this Agreement in connection with the Participant’s separation from service or otherwise both (as defined in Section 409Ax) is determined to constitute constitutes a “nonqualified deferred deferral of compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares Code and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest or penalties under Section 409A of the Company’s common stock to Code, then any such payment or benefit shall be delivered on a vesting date or the cash equivalent shall not be delivered or paid before delayed until the earlier of (i) the day that date which is six (6) months plus one day after the date of his “separation from service (as determined under Section 409A) service” for any reason other than death, or (ii) the tenth 10th date of the Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. Any payment or benefit otherwise payable or to be provided to the Executive upon or in the six (6) month period following the Executive’s “separation from service” that is not so paid or provided by reason of this Section 20(a) shall be accumulated and paid or provided to the Executive in a single lump sum, not later than the fifth day after the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the fifteenth day after the date of the ParticipantExecutive’s death death) together with interest for the period of delay, compounded annually, equal to the prime rate (as applicablepublished in The Wall Street Journal), the “New Payment Date”). The cash equivalent and in effect as of the shares that date the payment or benefit should otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement provided. (b) It is intended to comply with the provisions of Section 409A and that any amounts payable under this Agreement and the Plan shallCompany’s and the Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. (c) Any reimbursement payment due to the extent practicable, Executive under this Agreement shall be construed paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in accordance therewithwhich the related expense was incurred. Terms defined The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such expenses eligible for reimbursement or such benefits that the Executive receives in one taxable year shall not affect the expenses eligible for reimbursement or the amount of such benefits that the Executive receives in any other taxable year. (d) Each item of remuneration referred to in this Agreement and the Plan shall have the meanings given such terms under be treated as a separate payment for purposes of Section 409A if and to of the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Code.

Section 409A. 21.1 This Agreement is intended shall be interpreted to comply with Section avoid any penalty sanctions under section 409A of the Code and Code. If any payment or benefit cannot be provided or made at the regulations issued thereunder (“Section 409A”) time specified herein without incurring sanctions under section 409A of the Code, then such benefit or an exemption thereunder and payment shall be construed and interpreted provided in full (to extent not paid in part at an earlier date) at the earliest time thereafter when such sanctions shall not be imposed. For purposes of section 409A of the Code, all payments to be made upon a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion termination of any payment provided to the Participant Xx. Xxxxx’x services under this Agreement in connection with the Participant’s may only be made upon Xx. Xxxxx’x “separation from service service” (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and the Participant right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Xx. Xxxxx, directly or indirectly, designate the calendar year of payment, except as permitted under section 409A of the Code. Notwithstanding anything herein to the contrary, if, at the time of Xx. Xxxxx’x termination of employment with the Corporation, the Corporation has securities which are publicly traded on an established securities market and Xx. Xxxxx is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i), as determined by section 409A of the Company in accordance with Code) and it is necessary to postpone the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting commencement of any payments or benefits otherwise payable under this Agreement and the Plan, agrees that he as a result of such termination of employment to prevent any accelerated or she is bound, such portion additional tax under section 409A of the shares Code, then the Corporation shall postpone the commencement of the Company’s common stock payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to be delivered on a vesting Xx. Xxxxx) that are not otherwise paid within the ‘short-term deferral exception’ under Treas. Reg. section 1.409A-1(b)(4) and/or the ‘separation pay exception’ under Treas. Reg. section 1.409A-1(b)(9)(iii), until the first payroll date or that occurs after the cash equivalent shall not be delivered or paid before the earlier of (i) the day date that is six months plus one day following Xx. Xxxxx’x “separation of service” with the Corporation. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to Xx. Xxxxx on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Corporation. If Xx. Xxxxx dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Xx. Xxxxx’x estate within 60 days after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”)Xx. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service Xxxxx’x death. All reimbursements and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with Section the requirements of section 409A of the Code, including, where applicable, the requirement that (1) any reimbursement shall be for expenses incurred during Xx. Xxxxx’x lifetime (or during a shorter period of time specified in this Agreement), (2) 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, (3) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and in no event shall (4) the Company be liable right to reimbursement or in-kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 (a) This Agreement shall be interpreted to avoid any penalty sanctions under Internal Revenue Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. (b) Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of Employee’s estate within 60 days after the date of Employee’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Board in accordance with the provisions of Section 409A and the regulations issued thereunder. (c) This Agreement is intended to comply with Section section 409A of the Code and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section permitted by section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicableapplicable. For purposes of section 409A, be construed in accordance therewith. Terms defined in the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that the payments and in kind benefits provided under this Agreement comply shall be made or provided in accordance with Section 409A the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the 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 no event shall the Company be liable kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.

Section 409A. 21.1 (a) This Agreement is intended to comply with with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the any regulations issued and Treasury guidance promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that no payments due under this Agreement will be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If the Company’s outside legal counsel advises the Company that any provision of this Agreement would cause the Executive to incur an additional tax, penalty or an exemption thereunder interest under Section 409A, the Company and shall be construed and interpreted the Executive will use reasonable efforts to reform such provision, if possible, in a manner consistent with mutually agreeable fashion to maintain to the requirements maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or causing the imposition of such additional tax, penalty or interest under Section 409A of the Code. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement will be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment. (c) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement, mean, for avoiding additional taxes or penalties purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A, the Executive’s “separation from service” as defined in Section 409A. 21.2 (d) Any reimbursement or in-kind benefit is subject to all of the following conditions: (i) any amount provided in one taxable year has no effect on the amount eligible to be provided in another taxable year, unless permitted under Section 409A; (ii) any reimbursement will be made no later than the end of the year after the year in which the expense is incurred; and (iii) the right to any amount cannot be liquidated or exchanged for another benefit. (e) If and to the extent any portion of any a payment provided to the Participant obligation under this Agreement in connection with arises on account of the ParticipantExecutive’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within while the meaning of Section 409A and the Participant Executive is a “specified employee” (as defined under Section 409A and determined in Section 409A(a)(2)(B)(igood faith by the Company), any payment of “deferred compensation” (as determined by defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Company exemptions in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that he or she is bound, such portion of the shares of the Company’s common stock scheduled to be delivered on a vesting date or the cash equivalent shall not paid six (6) months after such separation from service will accrue without interest and will be delivered or paid before the within earlier of (i) fifteen (15) days after the day that is six months plus one day after end of the six-(6) month period beginning on the date of such separation from service or, if earlier, within fifteen (as determined under Section 409A15) or (ii) the tenth 10th day days after the date appointment of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent personal representative or executor of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Executive’s estate following his death.

Section 409A. 21.1 This Agreement is intended to comply with (a) Notwithstanding the foregoing, if required by Section 409A of the Code Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the regulations issued thereunder postponed amounts will be paid, with accrued interest as described below, on the first monthly payroll date occurring after six (“6) months following the Effective Date of Termination. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A”) or an exemption thereunder and 409A of the Code, with accrued interest as described below, shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and paid to the extent any portion personal representative of the Executive's estate within sixty (60) days after the date of the Executive's death. If payment of any payment provided to the Participant amounts under this Agreement in connection with the Participant’s separation from service (as defined in is required to be delayed pursuant to Section 409A) is determined , the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to constitute “nonqualified deferred compensation” within the meaning date on which such amounts are paid at a market rate of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)interest, as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of Committee. (ib) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A of the Code, and, specifically, the separation pay exemption and this Agreement short term deferral exemption of Section 409A, and the Plan shall, to the extent practicable, shall in all respects be construed administered and interpreted in accordance therewith. Terms defined in this Agreement and with Section 409A. If any payment or benefit cannot be provided or made at the Plan shall have time specified herein without incurring sanctions on the meanings given such terms Executive under Section 409A if and of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything in the Agreement to the extent required contrary, distributions may only be made under the Agreement upon an event and in a manner permitted by Section 409A of the Code or an applicable exemption. All payments to comply with be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A. 21.3 Notwithstanding 409A. For purposes of Section 409A of the foregoingCode, the Company makes right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no representations that event may the payments Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. (c) All reimbursements and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be 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 reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the 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 in no event shall (iv) the Company be liable right to reimbursement or in-kind benefits is not subject to liquidation or exchange 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.another benefit.

Section 409A. 21.1 This The intent of the parties is that payments and benefits under this Agreement is intended to either comply with or are exempt from Section 409A of the Code and and, accordingly, to the regulations issued thereunder (“Section 409A”) or an exemption thereunder and maximum extent permitted, all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and 409A of the Code. Executive is hereby advised to the extent seek independent advice from his tax advisor(s) with respect to any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting payments or benefits under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”)Agreement. The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 Notwithstanding the foregoing, the Company makes no representations that does not guarantee the tax treatment of any payments and or benefits provided under this Agreement comply with under Section 409A of the Code or under any other federal, state, local or foreign tax laws and regulations. For purposes of this Agreement, termination of employment will be construed consistent with the meaning of “separation from service” under Section 409A of the Code. All payments under this Agreement shall be treated as a series of separate payments to the maximum extent permitted under Section 409A of the Code. If Executive is a key employee (as defined in no Section 416(i) of the Code without regard to paragraph (5) thereof) and either Parent’s or the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation subject to Section 409A of the Code and payable upon a separation from service shall be deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as and to the extent required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be liable for all or provided as otherwise scheduled. Additionally, (a) any portion reimbursement of any taxes, penalties, interest eligible expenses or other in-kind benefits payable to Executive under this Agreement shall be paid within the time period required by Section 409A of the Code; (b) the amount of expenses that may eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be incurred by provided, during any other calendar year; (c) the Participant on account of nonright to reimbursement or in-compliance with Section 409A.kind benefits shall not be subject to liquidation or exchange for another benefit; and (d) each payment shall be treated as a separate payment.

Section 409A. 21.1 This All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. Employee acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes his or her tax liabilities, and Employee will not make any claim against the Company or the Board related to tax liabilities arising from Employee’s compensation. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s termination (separation from service within the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)), the Company determines that Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit to which Employee becomes entitled under this Agreement on account of Employee’s separation from service would be considered deferred compensation subject to the 20 percent (20%) additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six (6) months and one day after Employee’s separation from service, or (B) Employee’s death. If any such delayed cash payment is otherwise payable on an installment basis, the 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 5(E), and the balance of the installments will be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by Employee during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon Employee’s termination of employment, then such payments or benefits will be payable only upon Employee’s “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). Company and Employee intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is intended ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner that all payments hereunder comply with Section 409A of the Code Code. Company makes no representation or warranty and the regulations issued thereunder (“Section 409A”) will have no liability to Employee or an exemption thereunder and shall be construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent any portion other person if any provisions of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is are determined to constitute “nonqualified deferred compensation” within the meaning of compensation subject to Section 409A and of the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i)Code but do not satisfy an exemption from, as determined by or the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits under this Agreement and the Plan, agrees that he or she is boundconditions of, such portion of the shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such New Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 Participant on account of non-compliance with Section 409A.Section.

Section 409A. 21.1 A. This Agreement is intended to comply with Section section 409A of the Code and the regulations issued thereunder (“Section 409A”) its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and permitted by section 409A, to the extent any portion of any payment provided applicable. Any payments that qualify for the “short-term deferral” exception or another exception under section 409A shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the Participant under this Agreement in connection with contrary, if required by section 409A, if the Participant’s separation from service (as defined in Section 409A) Executive is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is considered a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to accepting benefits purposes of section 409A and if payment of any amounts under this Agreement and the Plan, agrees that he or she is bound, such portion of the shares of the Company’s common stock required to be delivered on delayed for a vesting date or the cash equivalent shall not be delivered or paid before the earlier period of (i) the day that is six months plus one day after the date of separation from service (pursuant to section 490A, payment of such amounts shall be delayed as determined under Section required by section 409A) or (ii) , and the tenth 10th day accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the ParticipantExecutive’s death (death. B. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. For purposes of section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the “New Payment Date”). The cash equivalent of the shares requirement that otherwise would have been delivered to the Participant (i) any reimbursement is for expenses incurred during the period between of time specified in this Agreement, (ii) the date amount of separation from service and expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the New Payment Date expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the shares themselves shall reimbursement of an eligible expense will be paid or delivered to made no later than the Participant on such New Payment Datelast day of the calendar year following the year in which the expense is incurred, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have (iv) the right to accelerate reimbursement or defer the delivery of any such shares in kind benefits is not subject to liquidation or cash payment except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. 21.3 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 exchange 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.another benefit.