Common use of Section 409A Clause in Contracts

Section 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. Notwithstanding anything any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to the contrary, no payment comply with Section 409A or an exemption therefrom and shall be construed and 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 short-term deferral shall be made excluded from Section 409A to the Executive at a time maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or in a form that would subject Executive to the penalty tax of compliant with, Section 409A and in no event shall the Company or any of the Code its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (the “409A Tax”). b) If any payment under any other provision of this Agreement would, if paid Executive is deemed at the time or in the form called for under such provision, subject the Executive of Executive’s Separation from Service to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning for purposes of Section 409A 409A(a)(2)(B)(i) of the Code), at to the time extent delayed commencement of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the which Executive upon Separation From Service would be considered deferred compensation is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A 409A(a)(2)(B)(i) of the Code and canwhich would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant prior to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day expiration of the seventh six- month following period measured from the date of Executive’s Separation From from Service or (ii) the date of Executive’s death. The Deferred Amount shall accrue simple interest at Upon the prime rate expiration of interest as published by Bank of America N.A. (or its successorthe applicable Code Section 409A(a)(2)(B)(i) during the deferral period and 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 the Deferred Amount. With respect to any amount of expenses eligible a written request for reimbursement or the provision of any in-kind benefits under this Agreementreimbursement, and to the extent that any such payment or benefit would be considered reimbursements are deemed to constitute “nonqualified deferred compensation under compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or is required reimbursed to be included Executive promptly, but in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no event later than December 31st 31 of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect expense is incurred, (ii) the amount of reimbursements any such payments eligible for reimbursement in one year shall not affect the payments or in-kind benefits to be provided expenses that are eligible for payment or reimbursement in any other taxable year, nor will the and (iii) Executive’s right to such payments or reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. Each payment ; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under this Agreement 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 intended to be a “separate payment” and not one of a series of payments for 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 CodeAgreement 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. Notwithstanding anything any provision to the contrary in this Agreement to the contrary, no payment under Agreement: (a) All provisions of this Agreement shall be made are intended to the Executive at a time or in a form that would subject Executive to the penalty tax of comply with Section 409A of the Code Code, and the applicable Treasury regulations and administrative guidance issued thereunder (the collectively, “409A TaxSection 409A”)) or an exemption therefrom and shall be construed and administered in accordance with such intent. If any payment Any payments under any other provision of this Agreement wouldthat may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, if paid the Company makes no representations that the payments and benefits provided under this Agreement 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 Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time or in the form called for under such provision, subject the Executive of Executive’s Separation from Service to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning for purposes of Section 409A 409A(a)(2)(B)(i) of the Code), at to the time extent delayed commencement of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the which Executive upon Separation From Service would be considered deferred compensation is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A 409A(a)(2)(B)(i) of the Code and canwhich would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant prior to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day expiration of the seventh six- month following period measured from the date of Executive’s Separation From from Service or (ii) the date of Executive’s death. The Deferred Amount shall accrue simple interest at Upon the prime rate expiration of interest as published by Bank of America N.A. (or its successorthe applicable Code Section 409A(a)(2)(B)(i) during the deferral period and 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 the Deferred Amount. With respect to any amount of expenses eligible a written request for reimbursement or the provision of any in-kind benefits under this Agreementreimbursement, and to the extent that any such payment or benefit would be considered reimbursements are deemed to constitute “nonqualified deferred compensation under compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or is required reimbursed to be included Executive promptly, but in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no event later than December 31st 31 of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect expense is incurred, (ii) the amount of reimbursements any such payments eligible for reimbursement in one year shall not affect the payments or in-kind benefits to be provided expenses that are eligible for payment or reimbursement in any other taxable year, nor will the and (iii) Executive’s right to such payments or reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. Each payment ; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under this Agreement 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 intended to be a “separate payment” and not one of a series of payments for 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 CodeAgreement 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. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 5(b)(iii). Except as required by Section 5(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined above) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. This Agreement is intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, or an exemption thereunder and will be construed and administered consistent with this intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary Separation from Service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “Separation from Service” as defined herein and accordance with Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). Notwithstanding anything in this Agreement to the contrary, no if any payment under this Agreement shall be made or benefit provided to the Executive at Employee in connection with a time or in a form that would subject Executive termination of employment is determined to the penalty tax of Section 409A of the Code (the constitute “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employeenonqualified deferred compensation” (within the meaning of Section 409A of and the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits Employee is determined to be received by the Executive upon Separation From Service would be considered deferred compensation a “specified employee” under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax409A, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would will not be considered deferred compensation under Section 409A paid until the first payroll date to occur following the six (6) month anniversary of the Code Employee’s termination of employment or, if earlier, upon his or is required her death (the “Specified Employee Payment Date”), except to be included in the Executive’s gross income for federal income tax purposes, extent otherwise permitted due application of an exclusion or exemption from such expenses (including expenses associated with in-kind benefits) requirement. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be reimbursed paid to the Employee, without interest, in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Notwithstanding the foregoing, the Company makes no later than December 31st of representations that the year following the year payments and benefits provided under this Agreement comply with Section 409A, and in which the Executive incurs the related expenses. In no event will the reimbursements Company be liable for all or in-kind benefits to any portion of any taxes, penalties, interest, or other expenses that may be provided incurred by the Company in one taxable year affect the amount Employee on account of reimbursements or innon-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of compliance with Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 8(b)(iii). Except as required by Section 8(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under severance pay or benefits to be paid or provided to you, if any, pursuant to this Agreement shall be made to the Executive at a time that, when considered together with any other severance payments or in a form that would subject Executive to the penalty tax of separation benefits, are considered deferred compensation under Internal Revenue Code Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is payable until you have a “specified employeeseparation from service” (within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to you, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until you have a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), at any installment payments that would have been made to you during the time of sixty (60) day period immediately following your separation from service but for the Executive’s preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement. (iii) Further, if you are a “Separation From Servicespecified employee” (within the meaning of Section 409A at the time of your separation from service (other than due to death), any Deferred Payments that otherwise are payable within the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be months following your separation from service will become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of your death following your separation from service but prior to the six (ii6) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate month anniversary of interest as published by Bank of America N.A. your separation from service (or its successor) during the deferral period and shall be paid any later delay date), then any payments delayed in accordance with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits6(c)(iii) will be reimbursed no later than December 31st payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the year following Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the year 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 for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. You and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which the Executive incurs the related expenses. are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. In no event will the reimbursements or in-kind benefits to Company reimburse you for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on you as result of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. (i) Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 5(e). (ii) Notwithstanding any provisions to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first 6 months after Executive’s separation from service instead will be received payable on the date 6 months and 1 day after Executive’s separation from service; provided that in the event of Executive’s death within such 6-month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot this subsection (ii) will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the first regularly scheduled payroll date of the applicable Company Group member following the Release Deadline Date. (iii) The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company or in-kind benefits to be provided by any parent, subsidiary or other affiliate of the Company in one taxable year affect the amount of reimbursements have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything (i) If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in this Agreement to the contrary, no payment under this Agreement shall all cases be made to the Executive paid at a time or in a form manner that would subject Executive is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. (ii) Notwithstanding anything in the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under Plan or this Award Agreement or any other provision agreement (whether entered into before, on or after the Date of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific exampleGrant), if the Executive vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the termination of Participant’s status as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Administrator), other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a “specified employee” (within the meaning of Section 409A of the Code), at the time of such termination as a Service Provider and (y) the Executivepayment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s status as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death. (iii) It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). To the extent necessary to comply with Section 409A, references to termination of Participant’s status as a Service Provider, termination of employment, or similar phrases will be references to Participant’s “Separation From Serviceseparation from service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements Company or in-kind benefits to be provided by any Parent or Subsidiary of the Company in one taxable year affect the amount of reimbursements have any responsibility, liability, or in-kind benefits obligation to be provided in reimburse, indemnify, or hold harmless Participant (or any other taxable yearperson) for any taxes, nor will the Executive’s right to reimbursement penalties and interest that may be imposed, or in-kind benefits other costs that may be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be incurred, as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits specified herein and to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments or separation benefits provided under this Agreement shall will constitute Deferred Payments but rather will be made to the Executive at exempt from Section 409A as a time or in a form payment that would subject Executive to the penalty tax of Section 409A of the Code (fall within the “409A Tax”short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. If In no event will Executive have discretion to determine the taxable year of payment of any payment Deferred Payment. Any severance payments or separation benefits provided under any other provision of this Agreement wouldthat would be considered Deferred Payments will be paid on, if paid at the time or in the form called case of installments, will commence on the Release Deadline Date or, if later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the fifty-two (52) day period immediately following Executive’s separation from service but for under such provision, subject the preceding sentence will be paid to Executive on the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The death following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of Section 409A 6(c)(i), above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations but which does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A, such 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 will be interpreted to so comply or be exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A or otherwise under applicable law (including in connection with any equity award existing as of the Effective Date or here4after awarded, or any payments or benefits to be paid or provided to Executive hereunder).

Section 409A. Notwithstanding anything The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of Executive’s termination of employment. (a) This Agreement is intended to comply with or be exempt from Code Section 409A and the contraryparties hereto agree to interpret, no payment apply and administer this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. (b) It is intended that each installment of the severance payments and benefits provided under this Agreement shall be made to the Executive at treated as a time or in a form that would subject Executive to the penalty tax separate “payment” for purposes of Section 409A of the Code and the guidance issued thereunder (the “409A TaxSection 409A”). If Neither Executive nor the Company shall have the right to accelerate or defer the delivery of any payment under any other provision of this Agreement would, if paid at the time such payments or in the form called for under such provision, subject the Executive benefits except to the 409A Taxextent specifically permitted or required by Section 409A. (c) If, such payment (as of the date of Executive’s “Deferred Amount”) shall instead be paid at separation from service” from the earliest time that it could be paid without subjecting the Executive to the 409A TaxCompany, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A 409A), then: each installment of the Code)severance payments and benefits due under this Agreement that, at in accordance with the time dates and terms set forth herein, will in all circumstances, regardless of when the Executive’s “Separation From Service” separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 409A 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and each installment of the Code) severance payments and if any portion of benefits due under this Agreement that is not described in the payments or benefits to preceding sentence and that would, absent this subsection, be received by paid within the Executive upon Separation From Service would be considered deferred compensation under Section 409A of six-month period following Executive’s “separation from service” from the Code and canCompany shall not be paid or provided until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement delayed being accumulated during the six-month period immediately and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (d) The determination of whether and when Executive’s Separation From Service (whichseparation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the avoidance of doubt, will Company would be considered a part single employer as determined under Treasury Regulation Section 1.409A- 1(h)(3). (e) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the Deferred Amount) will instead be paid extent that such reimbursements or made available on in-kind benefits are subject to Section 409A, including, where applicable, the earlier of requirements that (i) the first business day of the seventh month following the date of any reimbursement is for expenses incurred during Executive’s Separation From Service lifetime (or during a shorter period of time specified in this Agreement), (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A last day of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the calendar year following the year in which the Executive incurs expense is incurred and (iv) the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be is not subject to set off or liquidation or exchange for another any other benefit. Each payment under . (f) Notwithstanding anything herein to the contrary, the Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Agreement is that are intended to be a “separate payment” and not one of a series of payments for purposes of exempt from or compliant with Section 409A of the Codeare not so exempt or compliant.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. (a) Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 5.4. (b) Notwithstanding any provisions to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot this subsection (b) will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the first regularly scheduled payroll date of the Company following the Release Deadline Date. (c) The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company or in-kind benefits to be provided by any parent, subsidiary or other affiliate of the Company in one taxable year affect the amount of reimbursements have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7(b)(iii). Except as required by Section 7(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code (as defined below) Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 13(c). Except as required by Section 13(c), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (d) 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 for purposes of subsection (a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (a) above. (f) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of his or his separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurred.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. 5.4.1. Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 5.4. 5.4.2. Notwithstanding any provisions to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under this Section 409A of the Code and cannot 5.4.2 will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the Release Deadline Date. 5.4.3. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company Group or in-kind benefits to be provided by any affiliate of the Company in one taxable year affect the amount of reimbursements Group have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(d)(iii). Except as required by Section 9(d)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. 5.4.1. Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 5.4. 5.4.2. Notwithstanding any provisions to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under this Section 409A of the Code and cannot 5.4.2 will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the Release Deadline Date. 5.4.3. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company or in-kind benefits to be provided by any parent, subsidiary or other affiliate of the Company in one taxable year affect the amount of reimbursements have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits payable to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made to the Executive at a time or as provided in a form that would subject Executive to the penalty tax of Section 409A of the Code this Agreement. (the “409A Tax”). If any payment under any other provision of this Agreement wouldiii) Further, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), any Deferred Payments that otherwise are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The Deferred Amount shall accrue simple interest at death following Executive’s separation from service but prior to the prime rate six (6) month anniversary of interest as published by Bank of America N.A. Executive’s separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive’s death and shall all other Deferred Payments will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 AmountPayments for purposes of clause (i) above. With respect Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any amount of expenses eligible for reimbursement ambiguities herein will be interpreted to so comply or be exempt. Executive and the provision Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to the extent such actual payment or benefit would be considered deferred compensation to Executive under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements or in-kind benefits to Company reimburse Executive for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on Executive as result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(b)(iii). Except as required by Section 9(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. 0000 Xxxxxxxxx Xxxxxxx, Xxx 000, Xxx Xxxxx, XX 00000, Xxxxxx Xxxxxx Tel: 000.000.0000 xxx.xxxxxxxxxxxx.xxx (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A Tax”as a payment that would fall within the “short-term deferral period” or resulting from an involuntary separation from service each as described in Section 9(c)(iv) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(c)(iii). If Except as required by Section 9(c)(iii), any payment under any other provision of installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement wouldAgreement. (iii) Notwithstanding anything to the contrary in this Agreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of his termination (other than due to death), then the Executive’s “Separation From Service” (Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubthis separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s deathseparation from service. The All subsequent Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments, if any, will be paid payable in accordance with the Deferred Amountpayment schedule applicable to each payment or benefit. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, Notwithstanding anything herein to the extent such payment or benefit would be considered deferred compensation under Section 409A contrary, if Executive dies following his separation from service, but prior to the six (6) month anniversary of the Code or is required to be included separation from service, then any payments delayed in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated accordance with in-kind benefitsthis Section 9(c) will be reimbursed no later than December 31st payable in a lump sum as soon as administratively practicable after the date of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to reimbursement each payment or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment payment, installment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) Any severance payment 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 for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes herein. (v) For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (x) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or benefits under this Agreement will be paid on, or, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixty-first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that it could otherwise would be paid without subjecting exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the Executive meaning of Section 409A. (ii) Notwithstanding anything to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately first 6 months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of (i) first payroll date that occurs on or after the first business date that is 6 months and 1 day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreementseparation from service, but prior to the extent such payment or benefit would be considered deferred compensation under Section 409A 6 month anniversary of the Code or is required to be included separation from service, then any payments delayed in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated accordance with in-kind benefitsthis Section 8I(ii) will be reimbursed no later than December 31st payable in a lump sum as soon as administratively practicable after the date of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to reimbursement each payment or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment payment, installment, and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iii) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive (or any other person) for any taxes or costs that may be imposed on or incurred by Executive (or any other person) as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or benefits under this Agreement will be paid on, or, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixty-first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (I) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 2(c)(iii). Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the first six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement Agreement, no Deferred Payments will be paid or provided until the Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the contrary, no payment Employee under this Agreement shall that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments or benefits under the Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 11(h)(iv) below or resulting from an involuntary separation from service as described in Section 11(h)(v) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid on the sixtieth (60th) day following the Employee’s separation from service, or if later, such time as required by Section 11(h)(iii). Further, except as required by Section 11(h)(iii), any severance payments or benefits that, but for the immediately preceding sentence, would have been made to the Executive at a time or in a form that would subject Executive Employee during the sixty (60) day period immediately following the Employee’s separation from service will be paid to the penalty tax of Section 409A of Employee on the Code sixtieth (60th) day following the “409A Tax”). If Employee’s separation from service and any payment under any other provision of this Agreement would, if paid at the time or remaining payments will be made as provided in the form called for under such provision, subject the Executive Agreement. (iii) Notwithstanding anything to the 409A Tax, such payment (contrary in the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific exampleAgreement, if the Executive Employee is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the ExecutiveEmployee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following the Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Plan 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 for purposes of this Agreement. (v) Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Agreement. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to so comply or be exempt. For purposes of the Agreement, to the extent required to be exempt from or comply with Section 409A, references to termination of the Employee’s employment or similar phrases will be references to the Employee’s “Separation From Serviceseparation from service” (within the meaning of Section 409A of 409A. The Company and the Code) and if any portion of the payments or benefits Employee agree to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided work together in good faith to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant consider amendments to this Agreement during the six-month period immediately following the Executive’s Separation From Service (whichand to take such reasonable actions, for the avoidance of doubtwhich are necessary, will be considered a part of the Deferred Amount) will instead be paid appropriate or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect desirable to any amount of expenses eligible for reimbursement or the provision avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to actual payment to the extent such payment or benefit would be considered deferred compensation Employee under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.409A.

Section 409A. The amounts payable pursuant to this Agreement are intended to be exempt from section 409A of the Code and related U.S. treasury regulations or official pronouncements (“Section 409A”) and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A, this Agreement will be construed in a manner that will comply with Section 409A, and provided further, however, that no person connected with this Agreement in any capacity, including but not limited to the Company and its affiliates, and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts payable or benefits provided under this Agreement. Notwithstanding anything any provision to the contrary in this Agreement, if Executive is deemed on the Termination Date or expiration of the Term to be a “specified employee” within the meaning of Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment will be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the Termination Date or expiration of the Term, or (ii) the date of Executive’s death (the “Delay Period”). Payments and benefits subject to the contraryDelay Period will be paid or provided to Executive without interest for such delay. The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, no each installment payment provided under this Agreement shall be made to the Executive at treated as a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation From Service termination (whichother than due to death), for then the avoidance of doubtDeferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amountpayment schedule applicable to each payment or benefit. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits Each payment and benefit payable under this Agreement, Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the extent such payment or benefit would be considered deferred compensation additional tax imposed under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes409A, such expenses (including expenses associated with in-kind benefits) and any ambiguities herein will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expensesinterpreted to so comply. In no event will the reimbursements Company have any liability or in-kind benefits obligation to reimburse, indemnify, or hold harmless Executive for any taxes or costs that may be provided imposed on or incurred by the Executive as a result of Section 409A. The Company and Executive agree to work together in one taxable year affect the amount of reimbursements or in-kind benefits good faith to be provided in any other taxable year, nor will the Executive’s right consider amendments to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended and to be a “separate payment” and not one take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of a series of payments for purposes of any additional tax or income recognition before actual payment to Executive under Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement shall be made to the Executive at a time that, when considered together with any other severance payments or in a form that would subject Executive to the penalty tax of separation benefits, are considered deferred compensation not exempt under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldas defined below) (together, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead ), will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of Employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that it could otherwise would be paid without subjecting exempt from Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the Executive meaning of Section 409A. (ii) Notwithstanding anything to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination of Employment (other than due to death), then the Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s deathseparation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. The Each payment, installment 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. (iii) Without limitation, 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 is not intended to constitute Deferred Amount shall accrue simple interest at Payments for purposes of clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the prime rate Treasury Regulations that does not exceed the Section 409A Limit (as defined below) is not intended to constitute Deferred Payments for purposes of interest as published by Bank clause (i) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of America N.A. the Treasury Regulations. (v) Notwithstanding the payment provisions of Section 6, in the event and to the extent that the form of the severance benefit or its successor) during payment to be provided after a Change in Control is different than the deferral period form of such severance benefit or payment to be provided prior to a Change in Control and if the applicable severance benefit or payment is a Deferred Payment, then the form of post-Change in Control severance benefit or payment shall be paid with given effect only to the Deferred Amount. With respect extent permitted by Section 409A and if not so permitted, such post-Change in Control severance benefit or payment shall be provided in the same form that applies prior to any amount of expenses eligible for reimbursement the Change in Control. (vi) To the extent that reimbursements or the provision of any in-kind benefits under this AgreementAgreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the extent such payment or benefit would be considered deferred compensation under Section 409A last day of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the calendar year following the calendar year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided expense was incurred by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in Executive, (2) any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Each payment , and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. (vii) The payments and benefits provided under this Agreement is Sections 6(a) and 6(b) are intended to be a “separate payment” and not one of a series of payments for purposes exempt from or comply with the requirements of Section 409A so that none of the Code.severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to 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 Executive under Section 409A.

Section 409A. Notwithstanding anything in this Agreement to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax For purposes of Section 409A of the Code (the “409A TaxSection 409A”), it is intended that amounts payable pursuant to this Restricted Stock Unit Agreement qualify for the short-term deferral exception under Treas. If Reg. Section 1.409A-1(b)(4) or any payment successor thereto, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with such exception. In the event that it is determined that any amounts payable pursuant to this Restricted Stock Unit Agreement do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of this Restricted Stock Unit Agreement comply with Section 409A, and all provisions of this Restricted Stock Unit Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A and any similar state or local law. Except as permitted under Section 409A, any amounts payable hereunder that constitute “nonqualified deferred compensation” (within the meaning of Section 409A) may not be reduced by, or offset against, any amount owing by Participant to the Company or any of its affiliates. To the extent required by Section 409A, any amounts payable hereunder that constitute nonqualified deferred compensation payable or provided to Participant upon a termination of employment or Change in Control, as applicable, shall only be paid or provided to Participant upon Participant’s separation from service (within the meaning of Section 409A) or an event described in Section 409A(a)(2)(v) of the Code, respectively. Notwithstanding any other provision of this Restricted Stock Unit Agreement wouldto the contrary, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive Participant is a “specified employee” (within the meaning of Section 409A of 409A, as determined in accordance with the Codemethodology established by the Company), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service amounts that constitute nonqualified deferred compensation that otherwise would be considered deferred compensation under Section 409A payable by reason of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement Participant’s separation from service during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will such separation from service shall instead be paid or made available provided on the earlier of (i) the first business day following the date that is six months following Participant’s separation from service or any earlier date permitted by Section 409A. If Participant dies following the separation from service and prior to the payment of any amounts delayed on account of Section 409A, such amounts shall be paid to the seventh month personal representative of Participant’s estate within 30 days following the date of Executive’s Separation From Service or (ii) the ExecutiveParticipant’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement Deferred Payments (as defined below) shall be made to the payable until Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is has a “specified employeeseparation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”). Similarly, at no severance payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409 pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time of as required by Section 20(c). Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (c) Further, if Executive is a “Separation From Servicespecified employee” (within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the Code) severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any portion of the other severance payments or benefits to be received by the Executive upon Separation From Service would be separation benefits, are considered deferred compensation under Section 409A of (together, the Code and cannot be paid or provided to “Deferred Payments”), such Deferred Payments that are otherwise payable within the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately first six (6) months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) 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 for purposes the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this section (d), “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the taxable year preceding the taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successormaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement employment is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Codeterminated.

Section 409A. Notwithstanding anything in this Agreement (a) All payments to which Executive may be entitled under a “nonqualified deferred compensation plan” (within the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax meaning of Section 409A of the Code (the “409A TaxSection 409A”). If any payment under any other provision ) are intended to comply with the requirements of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A TaxSection 409A, and shall be interpreted in accordance therewith. Unless otherwise expressly provided, any payment of compensation by Parent or the Company to Executive, whether pursuant to this Agreement or otherwise, shall be made by the 15th day of the third month after the end of the calendar year in which Executive’s right to such payment is no longer subject to a substantial risk of forfeiture (for purposes of Section 409A). No party, individually or jointly, may accelerate or defer any deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. Notwithstanding the foregoing, nothing in a form this Section 4.14 shall create any obligation by any member of the Company Group to Executive should any payment under this Section 4.14 fail to satisfy Section 409A. (b) No payment of deferred compensation within the meaning of Section 409A that would not subject otherwise be paid, and no benefit that constitutes deferred compensation that would otherwise be provided, upon a termination of employment will be made or provided, as the Executive case may be, unless and until such termination of employment also constitutes a separation from service within the meaning of Section 409A. (c) Notwithstanding any provisions of this Agreement to the 409A Tax. By way of specific examplecontrary, if the Executive is a “specified employee” (within the meaning of Section 409A of and determined pursuant to policies adopted by the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the CodeCompany Group) on his Termination Date and if any portion of the payments or benefits to be received by the Executive upon Separation From Service separation from service would be considered deferred compensation under Section 409A 409A, amounts of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Termination Date and benefits that constitute deferred compensation that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) Termination Date will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or Termination Date and (ii) the Executive’s death. . (d) The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount reimbursement of expenses eligible for reimbursement or and the provision of any in-kind benefits under any provisions of this Agreement, Agreement will be subject to the extent such payment following: (i) the amounts eligible for reimbursement, or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefitsbenefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (ii) will any reimbursement of an eligible expense shall be reimbursed no later than December 31st made on or before the last day of the calendar year following the calendar year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the expense was incurred; and (iii) Executive’s right to reimbursement or an in-kind benefits be benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit. . (e) Each payment made under this Agreement is intended to will be considered a “separate payment” payment and not one of a series of payments for purposes purpose of Section 409A of the Code.409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under or benefit to be paid or provided to Executive, if any, pursuant to this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under that, when considered together with any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the severance payments or benefits to be received by the Executive upon Separation From Service would be separation benefits, is considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) It is intended that none of the payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 22(d) below or resulting from an involuntary separation from service as described in Section 22(c)(e) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the 61st day following Executive’s separation from service, or, if later, such time as required by Section 22(c). Except as required by Section 22(c), any installment payments that would have been made to Executive during the six-month 60 day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Executive on the 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409 A at the time of Executive’s termination (other than due to death), will be considered a part of then the Deferred Amount) will instead be paid or made available Payments, if any, that are payable within the first six months following Executive’s separation from service, shall become payable on the earlier of (i) first payroll date that occurs on or after the first business date six months and one day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at separation from service, but before the prime rate six month anniversary of interest as published by Bank of America N.A. (or its successor) during the deferral period and separation from service, then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section l.409A-2(b)(2) of the Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section l.409A-l (b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of Section 409A 22(a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section l.409A-l (b)(9)(iii) of the CodeTreasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Payments for purposes of Section 22(a) above. (f) The foregoing provisions are intended to comply with the 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 Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any tax obligations incurred by Executive as a result of the application of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code (as defined below) Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a Separation from Service. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s Separation from Service, or, if later, such time as required by Section 12(c). Except as required by Section 12(c), and as discussed under Section 8(h), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtfrom Service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service from Service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Separation from Service, but prior to the twelve (12) month anniversary of the Separation from Service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (d) 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 for purposes of subsection (a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary Separation from Service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (a) above. (f) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his Separation from Service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s Separation from Service occurred.

Section 409A. (a) This Agreement is intended to comply with Treasury Regulation Section 409A (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding anything in any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the contrarymaximum extent possible. For purposes of Section 409A, no each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made to under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive at a time or in a form that would subject Executive to the penalty tax on account of non-compliance with Section 409A of the Code 409A. (the “409A Tax”). If any payment under b) Notwithstanding any other provision of this Agreement wouldAgreement, if paid at the time any payment or benefit provided to Executive in the form called for under such provision, subject the Executive connection with Executive’s termination of employment is determined to the 409A Tax, such payment (the constitute “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employeenonqualified deferred compensation” (within the meaning of Section 409A of and the CodeExecutive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments then such payment or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and canbenefit shall not be paid or provided to until the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during first payroll date following the six-month period immediately following anniversary of the termination date or, if earlier, on Executive’s Separation From Service death (which, for the avoidance “Specified Employee Payment Date”). The aggregate of doubt, will be considered a part of any payments that would otherwise have been paid before the Deferred Amount) will instead Specified Employee Payment Date shall be paid or made available to the Executive in a lump sum on the earlier of Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c) 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: (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during each calendar year cannot affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by provided, in any other calendar year; and (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the Company last day of the calendar year following the calendar year in one taxable year affect which the amount of expense was incurred; and (iii) any right to reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Each payment . (d) Any tax gross-up payments provided under this Agreement is intended shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. (e) If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “separate payment280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“the Code”) and not one would, but for this Section 7(e), be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a series of payments for purposes manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A of until no amount payable to Executive will be subject to the CodeExcise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis.

Section 409A. Notwithstanding anything in this Agreement any provisions of Section 8 to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code : (the “409A Tax”). If any payment under i) Notwithstanding any other provision of this Agreement wouldAgreement, if paid at Executive’s Termination Date will occur when Executive’s “separation from service” occurs pursuant to Section 409A of the time or in the form called for under such provisionCode, subject the Executive to the 409A Tax, such payment and its implementing regulations and guidance (the “Deferred AmountSection 409A”) shall instead be paid at (“Separation from Service”). Furthermore, for purposes of this Agreement the earliest time terms “termination of service”, “termination of employment” and other terms to that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the effect will mean Separation from Service. (ii) If Executive is a “specified employee” (within the meaning of Section 409A of and determined pursuant to procedures adopted by the Code), Company) at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) from Service and if any portion of the payments or benefits to be received by the Executive under Section 8 upon Executive’s Separation From from Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax409A, then each portion of such amounts payments that would otherwise be payable pursuant to this Agreement Section 8 or otherwise during the six-month period immediately following the Executive’s Separation From from Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount“Delayed Period”) will instead be paid or made available on the earlier of (iA) the first business day of the seventh month following the date of Executive incurs a Separation from Service and (B) Executive’s Separation From Service or death (iithe applicable date, the “Permissible Payment Date”); (iii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest Except as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid otherwise set forth in this Agreement, with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposeshereunder, such expenses (including expenses associated with in-kind benefits) will be reimbursed by the Company within sixty (60) calendar days (or, if applicable, on the Permissible Payment Date) following the date on which the Company receives the applicable invoice from Executive (and approves such invoice), but in no event later than December 31st 31 of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. ; and (iv) Each payment under this Agreement is intended to will be considered a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(b)(iii). Except as required by Section 4(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. 5.4.1. Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A‑1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 5.4. 5.4.2. Notwithstanding any provisions to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under this Section 409A of the Code and cannot 5.4.2 will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. Any subsequent Deferred Payment will be payable in accordance with the payment schedule applicable to such payment. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the Release Deadline Date and any subsequent Deferred Payment will be payable in accordance with the payment schedule applicable to such payment. 5.4.3. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company or in-kind benefits to be provided by any parent, subsidiary or other affiliate of the Company in one taxable year affect the amount of reimbursements have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the severance payments or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Termination of employment is intended to constitute a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation From Service termination (whichother than due to death), for then the avoidance of doubtDeferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of (i) first payroll date that occurs on or after the first business date six months and one day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (ii6)-month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 for purposes of Section 4(c)(i). (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section 4(c)(i). (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during a calendar year may not affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided provided, in any other taxable year, nor will ; (ii) the Executive’s reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits be is not subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60)-day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (ii6)-month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 for purposes of Section 4(c)(i). (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section 4(c)(i). (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during a calendar year may not affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided provided, in any other taxable year, nor will ; (ii) the Executive’s reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits be is not subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 10(c)(iii). Except as required by Section 10(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below, to the maximum extent permitted pursuant to Section 409A. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. If any payments or benefits would be considered Deferred Payments that are contingent on the delivery of doubta release by Executive and could occur in either of two calendar years, the payments or benefits will be provided in the later year. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date that is six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the Codecalendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, pay ment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. (vii) The foregoing provisions are intended to comply with the requirements of Section 409A 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement shall constitute “Deferred Payments” but rather shall be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9(c)(iv) below or resulting from an involuntary separation from service as described in Section 9(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(c)(iii). Except as required by Section 9(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), will be considered a part of then the Deferred AmountPayments, if any, that are payable within the first six (6) will instead be paid or made available months following Executive’s separation from service, shall become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at separation from service, but before the prime rate six (6) month anniversary of interest as published by Bank of America N.A. (or its successor) during the deferral period and separation from service, then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of clause (i) above. “Section 409A Limit” means the Code.lesser of two (2) times:

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation From Service separation from service (whichother than due to death), for then the avoidance of doubtDeferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Code.severance 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 to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxEmployee, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Employee has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement shall constitute “Deferred Payments” but rather shall be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(e)(iv) below or resulting from an involuntary separation from service as described in Section 4(e)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by Section 4(e)(iii). Except as required by Section 4(e)(iii), any installment payments that would have been made to Employee during the six-month sixty (60) day period immediately following the ExecutiveEmployee’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of doubtSection 409A at the time of Employee’s termination (other than due to death), will be considered a part of then the Deferred AmountPayments, if any, that are payable within the first six (6) will instead be paid or made available months following Employee’s separation from service, shall become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of ExecutiveEmployee’s Separation From Service or (ii) the Executive’s deathseparation from service. The All subsequent Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and Payments, if any, shall be paid payable in accordance with the Deferred Amountpayment schedule applicable to each payment or benefit. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, Notwithstanding anything herein to the extent such contrary, if Employee dies following Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments shall be payable in accordance with the payment schedule applicable to each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.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 Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxEmployee, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by Section 4(g)(iii). Except as required by Section 3(g)(iii), any installment payments that would have been made to Employee during the six-month sixty (60) day period immediately following the ExecutiveEmployee’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of doubtSection 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of ExecutiveEmployee’s separation from service. All subsequent Deferred Compensation Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Benefits, if any, will be paid payable in accordance with the Deferred Amountpayment schedule applicable to each payment or benefit. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, Notwithstanding anything herein to the extent such contrary, if Employee dies following Employee’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment payment, installment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. To the extent necessary to comply with Section 409A, references to the termination of Employee’s employment with the Company or similar terms shall mean a “separation from service” within the meaning of Section 409A. (iv) 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 Compensation Separation Benefits for purposes of clause (i) above. It is the intent of this Agreement that all cash severance payments under Sections 4(a)(i) and 4(b)(i) will satisfy the requirements of the “short-term deferral” rule. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (vi) The foregoing provisions are intended to be exempt from or comply with the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. In no event will the Company or any of its parent, subsidiaries or affiliates have any liability or obligation to reimburse, indemnify, or hold harmless Employee for any taxes, penalties, or interest imposed, or other costs incurred, as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the severance payments or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Termination of employment is intended to constitute a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement Agreement, no severance pay or benefits to be paid or provided to the contraryExecutive, no payment under if any, pursuant to this Agreement shall be made to the Executive at a time that, when considered together with any other severance payments or in a form that would subject Executive to the penalty tax of separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “409A TaxCode”). If , and the final regulations and any payment under any other provision of this Agreement wouldguidance promulgated thereunder (“Section 409A”) (together, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until the earliest time Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that it could otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid without subjecting on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 8(c)(iii). Except as required by Section 8(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (“Specified Employee”) within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (termination, then any Deferred Payments, which are otherwise due to Executive on or within the meaning of Section 409A of the Codesix (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service termination will accrue during such six (which, for the avoidance of doubt, 6) month period and will be considered become payable in a part of the Deferred Amount) will instead be paid or made available lump sum payment on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service or (ii) the date of the Executive’s death, if earlier. The All Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments, if any, will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be a “constitute separate payment” and not one of a series of payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) will not constitute Deferred Payments for purposes of clause (i) above. (v) Amounts paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) that do not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of clause (i) above. For this purpose, “Section 409A Limit” means the lesser of two (2) times: (A) the Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the taxable year of the CodeExecutive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s employment is terminated.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits payable to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made to the Executive at a time or as provided in a form that would subject Executive to the penalty tax of Section 409A of the Code this Agreement. (the “409A Tax”). If any payment under any other provision of this Agreement wouldiii) Further, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), any Deferred Payments that otherwise are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The Deferred Amount shall accrue simple interest at death following Executive’s separation from service but prior to the prime rate six (6) month anniversary of interest as published by Bank of America N.A. Executive’s separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive’s death and shall all other Deferred Payments will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 AmountPayments for purposes of clause (i) above. With respect Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any amount of expenses eligible for reimbursement ambiguities herein will be interpreted to so comply or be exempt. Executive and the provision Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to the extent such actual payment or benefit would be considered deferred compensation to Executive under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements or in-kind benefits to Company reimburse Executive for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on Executive as result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the 61st day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month 60 day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Executive on the 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), will be considered a part of then the Deferred Amount) will instead be paid or made available Payments, if any, that are payable within the first six months following Executive’s separation from service, shall become payable on the earlier of (i) first payroll date that occurs on or after the first business date six months and one day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at separation from service, but before the prime rate six month anniversary of interest as published by Bank of America N.A. (or its successor) during the deferral period and separation from service, then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of Section 409A 4(c)(i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Payments for purposes of Section 4(c)(i)above. (vi) The foregoing provisions are intended to comply with the 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 Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any tax obligations incurred by Executive as a result of the application of Section 409A.

Section 409A. Notwithstanding anything in this a. This Agreement is intended to the contrary, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “409A TaxSection 409A”)) or an exemption thereunder and will be construed and administered in accordance with such intent. If any payment under Notwithstanding any other provision of this Agreement, payments provided under this Agreement wouldmay only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if paid at the time any payment or benefit provided to Executive in the form called for under such provision, subject the Executive connection with Executive’s termination of employment is determined to the 409A Tax, such payment (the constitute “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employeenonqualified deferred compensation” (within the meaning of Section 409A of the Codeand Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments then such payment or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and canbenefit will not be paid or provided until the first payroll date to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during occur following the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance anniversary of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the termination or, if earlier, on Executive’s deathdeath (the “Specified Employee Payment Date”). The Deferred Amount shall accrue simple interest at aggregate of any payments that would otherwise have been paid before the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Specified Employee Payment Date will be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter any remaining payments will be paid without delay in accordance with Executive’s original schedule. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement will be provided in accordance with the Deferred Amount. With respect to any following: i. the amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during each calendar year cannot affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by provided, in any other calendar year; ii. any reimbursement of an eligible expense will be paid to Executive on or before the Company last day of the calendar year following the calendar year in one taxable year affect which the amount of expense was incurred; and iii. any right to reimbursements or in-kind benefits to be provided in any other taxable year, nor under this Agreement will the Executive’s right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. 3.1. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, no payment under this Agreement in the event that the Executive is deemed to be a Key Employee, distribution of any amounts that constitute “deferred compensation” payable to a Key Employee on account of termination of employment, shall not be made to before six months after the Executive at a time Date of Termination or in a form that would subject Executive to the penalty tax of Section 409A of the Code Key Employee’s death, if earlier (the “409A TaxSix Month Limitation”). If any payment under any other provision At the end of this Agreement wouldsuch six-month period, if paid at payments that would have been made but for the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and Six Month Limitation shall be paid in a form that would not subject lump sum, without interest, on the Executive to first day of the 409A Taxseventh month following the Key Employee’s Date of Termination. By way of specific exampleNotwithstanding the Six Month Limitation, if the Executive is any amounts of “deferred compensation” payable to a Key Employee due to his “specified employeeseparation from service” (constitute “separation pay only upon an involuntary separation from service” within the meaning of Section 409A of the CodeCode (“Separation Pay”), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any then all or a portion of such Separation Pay, up to two times the payments or benefits maximum amount that may be taken into account under a qualified plan pursuant to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A 401(a)(17) of the Code and cannot for the year in which the termination of employment occurs, whether paid under this Agreement or otherwise, may be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement Key Employee during the six-month period immediately following the Executive’s Date of Termination. To the extent that any payments of Separation From Service Pay above the Six Month Limitation constitute insurance premiums (whichother than medical) or similar payments or Other Benefits, the Key Employee shall pay such amounts during such six month period and the Company shall reimburse the Key Employee for the avoidance of doubtsuch payments, will be considered a part of the Deferred Amount) will instead be paid or made available without interest, on the earlier of (i) the first business day of the seventh month following the date Date of Executive’s Separation From Service or (ii) the Executive’s deathTermination. 3.2. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and parties hereto intend that this Agreement shall be paid in compliance with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to and this Agreement shall be included in interpreted consistent therewith. Notwithstanding the Executive’s gross income for federal income tax purposesforegoing, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements shall not be liable for any taxes, penalties, interest or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment costs that may arise under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Codeor otherwise.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Compensation Separation Benefits but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Compensation Separation From Service Benefits, if any, that are payable within the first six (which, for the avoidance of doubt6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Code.severance 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 to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement shall constitute “Deferred Payments” but rather shall be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9(c)(iv) below or resulting from an involuntary separation from service as described in Section 9(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(c)(iii). Except as required by Section 9(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), will be considered a part of then the Deferred AmountPayments, if any, that are payable within the first six (6) will instead be paid or made available months following Executive’s separation from service, shall become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at separation from service, but before the prime rate six (6) month anniversary of interest as published by Bank of America N.A. (or its successor) during the deferral period and separation from service, then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of clause (i) above. “Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the CodeCode for the year in which Executive’s employment is terminated.

Section 409A. 3.1. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, no payment under this Agreement in the event that the Executive is deemed to be a Key Employee, distribution of any amounts that constitute “deferred compensation” payable to a Key Employee on account of termination of employment, shall not be made before six months after the Date of Termination or the Key Employee’s death, if earlier (the “Six Month Limitation”). At the end of such six-month period, payments that would have been made but for the Six Month Limitation shall be made to the Executive at a time or paid in a form that would subject Executive lump sum, without interest, on the first day of the seventh month following the Key Employee’s Date of Termination. Notwithstanding the Six Month Limitation, if any amounts of “deferred compensation” payable to a Key Employee due to his “separation from service” constitute “separation pay only upon an involuntary separation from service” within the penalty tax meaning of Section 409A of the Code (the “409A TaxSeparation Pay”), then all or a portion of such Separation Pay, up to two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, whether paid under this Agreement or otherwise, may be paid to the Key Employee during the six-month period following the Date of Termination. If To the extent that any payment payments of Separation Pay above the Six Month Limitation constitute insurance premiums (other than medical) or similar payments or Other Benefits, the Key Employee shall pay such amounts during such six month period and the Company shall reimburse the Key Employee for such payments, without interest, on the first day of the seventh month following the Date of Termination. 3.2. The parties hereto intend that this Agreement shall be in compliance with Section 409A of the Code and this Agreement shall be interpreted consistent therewith. Notwithstanding the foregoing, the Company shall not be liable for any taxes, penalties, interest or other costs that may arise under any other provision Section 409A or otherwise. 3.3. In the event that payments are made under Sections 4 and 5 of this Agreement wouldand such payments would not satisfy the requirements under Section 409A (a)(2)(A)(v) of the Code, if paid at the time or in the form called for then all payments made under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, Sections 4 and 5 of this Agreement shall be paid in treated as payments made as a form that would not subject the Executive to the 409A Tax. By way result of specific example, if the Executive is a “specified employee” (separation from service within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for For purposes of Section 409A of the CodeCode each payment shall be treated as a separate payment.

Section 409A. Notwithstanding anything The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payments or benefits to the contrarybe provided to Executive, no payment if any, under this Agreement shall be made to the Executive at a time or in a form otherwise, when considered together with any other severance payments or separation benefits that would subject Executive to the penalty tax of are considered deferred compensation under Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldtogether, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until Executive has a “separation from service” within the earliest time that it could meaning of Section 409A. To the extent required to be paid without subjecting the Executive exempt from or comply with Section 409A, references to the 409A Taxtermination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. (i) Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), and shall be paid in or that qualify as payments made as a form result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that would is within the limit set forth thereunder, will not subject the Executive constitute Deferred Payments for purposes of this Section 6(c). (ii) Notwithstanding anything to the 409A Tax. By way of specific examplecontrary in this Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot this clause (ii) will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service death. (iii) The Company reserves the right to amend this Agreement as it considers necessary or (ii) advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (taxable year in which any payments or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits are provided under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements Company reimburse, indemnify, or in-kind benefits to hold harmless Executive for any taxes, penalties and interest that may be provided by the Company in one taxable year affect the amount of reimbursements imposed, or in-kind benefits to other costs that may be provided in any other taxable yearincurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything in this Agreement (i) The payments under Section 5 are intended to qualify for the contrary, no payment under this Agreement shall be made short-term deferral exception to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A TaxSection 409A”). If any payment under any other provision of this Agreement would, if paid at the time or ) described in the form called for regulations promulgated under such provision, subject the Executive to the Section 409A Tax, such payment (the “Deferred AmountSection 409A Regulations”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the maximum extent possible, and to the extent they do not so qualify, they are intended to qualify for the involuntary separation pay plan exception to Section 409A Taxdescribed in the Section 409A Regulations to the maximum extent possible. To the extent Section 409A is applicable to this Agreement, this Agreement is intended to comply with Section 409A, and shall be paid in interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right, without Executive’s consent, to accelerate any payment or the provision of any benefits under this Agreement if such payment or provision of such benefits would, as a form that would not result, be subject to tax under Section 409A. (ii) Without limiting the Executive to generality of the 409A Tax. By way of specific exampleforegoing, if the Executive is a “specified employee” (within the meaning of Section 409A 409A, as determined under the Company’s established methodology for determining specified employees, on the date of the Code)termination of employment, at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided then to the Executive without the Executive incurring the 409A Taxextent required in order to comply with Section 409A, then such amounts that would otherwise be payable pursuant to under this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will such termination date shall instead be paid or made available (together with interest at the then current six-month LIBOR rate) on the earlier first business day after the first to occur of (i) the first business day date that is six months following Executive’s termination of the seventh month following employment and (ii) the date of Executive’s Separation From Service death. (iii) Except as expressly provided otherwise herein, no reimbursement payable to Executive pursuant to any provisions of this Agreement or (ii) pursuant to any plan or arrangement of the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published Company covered by Bank of America N.A. (or its successor) during the deferral period and this Agreement shall be paid with later than the Deferred Amount. With respect to last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any amount of expenses calendar year shall affect the amounts eligible for reimbursement or the provision of in any in-kind benefits under this Agreementother calendar year, except, in each case, to the extent such payment or benefit would be considered deferred compensation under Section 409A of that the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange does not provide for another benefit. Each payment under this Agreement is intended to be a “separate paymentdeferral of compensation” and not one of a series of payments for purposes within the meaning of Section 409A of the Code. (iv) For purposes of this Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of Executive’s employment that constitutes a “separation from service” within the meaning of the default rules of Section 409A of the Code; provided , however, that, in the event of the Executive’s Permanent Disability, “separation from service” means the date that is six months after the first day of disability.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the severance payments or benefits to be received by the Executive upon Separation From Service would be paid or provided to Employee, if any, under this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the Employee, if any, under this Agreement that otherwise would be exempt from Section 409A Tax, then such amounts that would otherwise pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable pursuant to this Agreement during until Employee has a “separation from service” within the six-month period immediately following the Executive’s Separation From Service meaning of Section 409A. (which, for the avoidance of doubt, will be considered a part b) It is intended that none of the Deferred Amount) will instead be paid severance payments or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would Agreement will constitute Deferred Payments but rather will be considered deferred compensation under exempt from Section 409A of as a payment that would fall within the Code “short-term deferral period” as described in 9(d) below or is required to be included resulting from an involuntary separation from service as described in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefitsSection 9(e) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expensesbelow. In no event will Employee have discretion to determine the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect of payment of any Deferred Payment. Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or in the amount case of reimbursements installments commence on, the sixty-first (61st) day following Employee’s separation from service, or inif later, such time as required by Section 9(c). Except as required by Section 9(c), any payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence will be paid to Employee on the sixty-kind benefits to first (61st) day following Employee’s separation from service and any remaining payments will be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other taxable year, nor Deferred Payments will be payable in accordance with the Executive’s right payment schedule applicable to reimbursement each payment or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of Section 409A 9(a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 9(a) above. (f) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (ii6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during a calendar year may not affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided provided, in any other taxable year, nor will ; (ii) the Executive’s reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits be is not subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under severance pay, separation benefits or other amounts paid to be paid or provided to Executive on a termination of employment, if any, pursuant to this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under that, when considered together with any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the severance payments or benefits to be received by the Executive upon Separation From Service would be separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 7(c)(iv) below or resulting from an involuntary separation from service as described in Section 7(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7(c)(iii). Except as required by Section 7(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (ii6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement reimbursement, or the provision of any in-kind benefits under this Agreementprovided, to during a calendar year may not affect the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income expenses eligible for federal income tax purposesreimbursement, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided provided, in any other taxable year, nor will ; (ii) the Executive’s reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits be is not subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A of the Code.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement shall that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 11(c)(iii). Except as required by Section 11(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made to the Executive at a time or as provided in a form that would subject Executive to the penalty tax of Section 409A of the Code this Agreement. (the “409A Tax”). If any payment under any other provision of this Agreement wouldiii) Further, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), any Deferred Payments that otherwise are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The Deferred Amount shall accrue simple interest at death following Executive’s separation from service but prior to the prime rate six (6) month anniversary of interest as published by Bank of America N.A. Executive’s separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive’s death and shall all other Deferred Payments will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 AmountPayments for purposes of clause (i) above. With respect Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any amount of expenses eligible for reimbursement ambiguities herein will be interpreted to so comply or be exempt. Executive and the provision Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to the extent such actual payment or benefit would be considered deferred compensation to Executive under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements or in-kind benefits to Company reimburse Executive for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on Executive as result of Section 409A of the Code.409A.

Section 409A. Notwithstanding anything (a) The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in this Agreement will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided pursuant to this Agreement until Executive has a “separation from service” within the meaning of Section 409A. To the extent required to be exempt from or comply with Section 409A, references to the contrary, no payment under termination of Executive’s employment or similar phrases used in this Agreement shall be made will mean Executive’s “separation from service” within the meaning of Section 409A. (b) Notwithstanding any provisions to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (within the meaning of Section 409A of the Code) and if other than due to death), then any portion of the payments or benefits to under this Agreement that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be received payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in the event of Executive’s death within such six (6) month period, any payments delayed by the Executive upon Separation From Service would be considered deferred compensation under this Section 409A of the Code and cannot 13(b) will be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered in a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following lump sum as soon as administratively practicable after the date of Executive’s Separation From Service or (ii) death. To the extent that Executive is not a specified employee but Executive’s death. The Deferred Amount shall accrue simple interest Qualifying Termination occurs at the prime rate of interest as published by Bank of America N.A. (or its successor) a time during the deferral period and shall be paid with year whereby the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included Release Deadline Date will occur in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year immediately following the year in which the Qualifying Termination occurs, then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the Release Deadline Date. (c) The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive incurs or any other individual, to comply with any provision required to avoid the related expensesimposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will Executive have any discretion to choose Executive’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the reimbursements Company Group or in-kind benefits to be provided by any affiliate of the Company in one taxable year affect the amount of reimbursements Group have any responsibility, liability or in-kind benefits obligation to reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be provided in any imposed, or other taxable yearcosts that may be incurred, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be as a “separate payment” and not one of a series of payments for purposes result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409 A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1,409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409 A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the 61st day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month 60 day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence shall be paid to Executive on the 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), will be considered a part of then the Deferred Amount) will instead be paid or made available Payments, if any, that are payable within the first six months following Executive’s separation from service, shall become payable on the earlier of (i) first payroll date that occurs on or after the first business date six months and one day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at separation from service, but before the prime rate six month anniversary of interest as published by Bank of America N.A. (or its successor) during the deferral period and separation from service, then any payments delayed in accordance with this paragraph shall be paid payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not one of a series of payments constitute Deferred Payments for purposes of Section 409A 4(c)(i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Payments for purposes of Section 4(c)(i)above. (vi) The foregoing provisions are intended to comply with the 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 Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any tax obligations incurred by Executive as a result of the application of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation From Service separation from service (whichother than due to death), for then the avoidance of doubtDeferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Code.severance 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 to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits payable to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1. 409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made to the Executive at a time or as provided in a form that would subject Executive to the penalty tax of Section 409A of the Code this Agreement. (the “409A Tax”). If any payment under any other provision of this Agreement wouldiii) Further, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), any Deferred Payments that otherwise are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The Deferred Amount shall accrue simple interest at death following Executive’s separation from service but prior to the prime rate six (6) month anniversary of interest as published by Bank of America N.A. Executive’s separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive’s death and shall all other Deferred Payments will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 AmountPayments for purposes of clause (i) above. With respect Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any amount of expenses eligible for reimbursement ambiguities herein will be interpreted to so comply or be exempt. Executive and the provision Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to the extent such actual payment or benefit would be considered deferred compensation to Executive under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements or in-kind benefits to Company reimburse Executive for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on Executive as result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A Tax”as a payment that would fall within the “short-term deferral period” or resulting from an involuntary separation from service each as described in Section 10(c)(iv) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 10(c)(iii). If Except as required by Section 10(c)(iii), any payment under any other provision of installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement wouldAgreement. (iii) Notwithstanding anything to the contrary in this Agreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of his termination (other than due to death), then the Executive’s “Separation From Service” (Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubthis separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service or (ii) the Executive’s deathseparation from service. The All subsequent Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments, if any, will be paid payable in accordance with the Deferred Amountpayment schedule applicable to each payment or benefit. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, Notwithstanding anything herein to the extent such payment or benefit would be considered deferred compensation under Section 409A contrary, if Executive dies following his separation from service, but prior to the six (6) month anniversary of the Code or is required to be included separation from service, then any payments delayed in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated accordance with in-kind benefitsthis Section 10(c) will be reimbursed no later than December 31st payable in a lump sum as soon as administratively practicable after the date of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to reimbursement each payment or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment payment, installment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) Any severance payment 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 for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes herein. (v) For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (x) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Section 409A. (i) 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 that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. To the extent necessary to be exempt from or comply with Section 409A, references to Termination Date, termination of Employment, or similar phrases used in this Agreement to will mean Executive’s “separation from service” within the contrary, no payment meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixty‑fifth (65th) day following Executive’s separation from service, or, if later, at such time as required by subsection (iii) below, with the exception that any Prorated Bonus Amount payable under this Agreement will be paid as provided in Section 5(a)(ii), or, if later, at such time as required by subsection (iii) below. Except as required by subsection (iii) below, any Deferred Payments that are installment payments that would have been made to Executive during the sixty-five (65) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth-fifth (65th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of Employment termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreementseparation from service, but prior to the extent such payment or benefit would be considered deferred compensation under Section 409A six (6) month anniversary of the Code or is required to be included separation from service, then any payments delayed in the Executive’s gross income for federal income tax purposes, such expenses accordance with this subsection (including expenses associated with in-kind benefitsiii) will be reimbursed no later than December 31st payable in a lump sum as soon as administratively practicable after the date of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to reimbursement each payment or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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 for purposes of subsection (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (i) above. (vi) The foregoing provisions are intended to comply with the 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 or ambiguous terms herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive for any taxes, penalties, or fees imposed, or other costs incurred, as a result of Section 409A.

Section 409A. (i) Notwithstanding anything in this Agreement to the contrarycontrary in the Agreement, no payment under this Agreement shall severance pay or benefits to be made paid or provided to the Executive at a time or in a form that would subject Executive Executive, if any, pursuant to the penalty tax of Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (the “409A TaxSection 409A”). If any payment under any other provision of this Agreement would) (together, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred AmountPayments”) shall instead will be paid at or otherwise provided until the earliest time Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive, if any, that it could otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has had a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid without subjecting or will commence on the Executive sixtieth (60th) day following the Executive’s separation from service (with the first payment equal to the 409A Taxunpaid amounts of severance that accrued during the sixty (60) days following the Date of Termination), and shall be paid in a form that would not subject or, if later, such time as required by the Executive next paragraph. (iii) Notwithstanding anything to the 409A Tax. By way of specific examplecontrary in the Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits other than due to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Taxdeath), then such amounts the Deferred Payments that would otherwise be have been payable pursuant to this Agreement during within the six-month period immediately first six (6) months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Executive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred AmountPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. (iv) Any amount paid under the 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. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will instead be paid or made available on not constituted Deferred Payments. For this purpose, the earlier of “Section 409A Limit” will mean two (2) times the lesser of: (i) the first business day of the seventh month following the date of Executive’s Separation From annualized compensation based upon the annual rate of pay paid to him during the Executive’s taxable year preceding her taxable year of her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the Executive’s death. The Deferred Amount shall accrue simple interest at separation from service occurred. (v) To the prime rate extent that the reimbursement of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under pursuant to this AgreementAgreement is subject to Section 409A, to (i) the extent such payment or benefit would be considered deferred compensation under Section 409A amount of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements eligible for reimbursement, or in-kind benefits to be provided by the Company in hereunder during any one taxable calendar year shall not affect the amount of reimbursements such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other taxable calendar year; (ii) all such expenses eligible for reimbursement hereunder shall be paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, nor will but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) the Executive’s right to reimbursement receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. Each payment under this Agreement is . (vi) The foregoing provisions are intended to be a “separate payment” and not one of a series of payments for purposes comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. Employer and the Executive agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7(b)(iii). Except as required by Section 7(b)(iii), any installment payments that constitute Deferred Payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments that are payable within the meaning of first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A 409A(a)(2)(B) of the Code) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the 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 or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered payable until Executive has a part “separation from service” within the meaning of the Deferred Amount) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Executive’s Separation From Service or Section 409A. (ii) It is intended that the Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall be paid with the Deferred Amount. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits severance payments under this AgreementAgreement will not constitute Deferred Payments, but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below, to the extent such payment or benefit would be considered deferred compensation maximum amount permitted under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses 409A. (including expenses associated with in-kind benefitsiii) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. Severance payments made in the first 74 days following separation from service will be short-term deferrals. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. Specifically, with respect to payments under Section 3(a)(ii), severance payments made after the first 74 days following separation from service and during the six month period following separation from service that are not in excess of the CodeSection 409A Limit will not constitute Deferred Payments. To the extent total severance payments under Section 3(a)(ii) made after 74 days following separation from service will exceed the Section 409A Limit, the first payments scheduled to be made more than six months after separation from service will be considered to be Deferred Payments subject to Code Section 409A up to the amount of such non-exempt Deferred Payments. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A, provided that the Company does not guarantee any tax result.

Section 409A. Notwithstanding anything to the contrary in this Agreement Agreement, no severance pay or benefits to be paid or provided to the contraryExecutive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder or any state law equivalent (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no payment severance payable to the Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. Any severance payments or benefits under this Agreement shall that would be considered Deferred Payments will be paid on, or, in the case of instalments, will not commence until, the 60th day following the Executive’s separation from service, or, if later, such time as required by the next paragraph. Except as required by the next paragraph, any instalment payments that would have been made to the Executive at a time or in a form that would subject Executive during the 60-day period immediately following the Executive’s separation from service but for the preceding sentence will be paid to the penalty tax of Section 409A of Executive on the Code (60th day following the “409A Tax”)Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive Notwithstanding anything to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of his termination (other than due to death), then the Executive’s “Separation From Service” (Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service his separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if the Executive dies following his separation from service, but prior to the 6-month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death. The death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment payment, instalment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement Agreement, no Deferred Payments will be paid or provided until the Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the contrary, no payment Employee under this Agreement shall that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments or benefits under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 11(h)(iv) below or resulting from an involuntary separation from service as described in Section 11(h)(v) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on the sixtieth (60th) day following the Employee’s separation from service, or if later, such time as required by Section 11(h)(iii). Further, except as required by Section 11(h)(iii), any severance payments or benefits that, but for the immediately preceding sentence, would have been made to the Executive at a time or in a form that would subject Executive Employee during the sixty (60) day period immediately following the Employee’s separation from service will be paid to the penalty tax of Section 409A of Employee on the Code sixtieth (60th) day following the “409A Tax”). If Employee’s separation from service and any payment under any other provision of remaining payments will be made as provided in this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive Agreement. (iii) Notwithstanding anything to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive Employee is a “specified employeethe Employee” (within the meaning of Section 409A of the Code), at the time of the ExecutiveEmployee’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the ExecutiveEmployee’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of date six (i6) the first business months and one (1) day of the seventh month following the date of Executivethe Employee’s Separation From Service or (ii) the Executive’s deathseparation from service. The All subsequent Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred AmountPayments will be payable in accordance with the payment schedule applicable to each payment or benefit. With respect Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Plan 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 for purposes of this Agreement. (v) Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Agreement. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under this Agreement will be subject to the additional tax imposed under Section 409A, and any amount ambiguities and ambiguous terms herein will be interpreted to so comply or be exempt. For purposes of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in exempt from or comply with Section 409A, references to termination of the ExecutiveEmployee’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) employment or similar phrases will be reimbursed no later than December 31st references to the Employee’s “separation from service” within the meaning of Section 409A. The Company and the year following the year Employee agree to work together in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits good faith to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits consider amendments to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended and to be a “separate payment” and not one take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of a series of payments for purposes of any additional tax or income recognition prior to actual payment to the Employee under Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits specified herein and to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments or separation benefits provided under this Agreement shall will constitute Deferred Payments but rather will be made to the Executive at exempt from Section 409A as a time or in a form payment that would subject Executive to the penalty tax of Section 409A of the Code (fall within the “409A Tax”short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. If In no event will Executive have discretion to determine the taxable year of payment of any payment Deferred Payment. Any severance payments or separation benefits provided under any other provision of this Agreement wouldthat would be considered Deferred Payments will be paid on, if paid at the time or in the form called case of installments, will commence on the Release Deadline Date or, if later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the fifty-two (52) day period immediately following Executive’s separation from service but for under such provision, subject the preceding sentence will be paid to Executive on the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid contrary in a form that would not subject the Executive to the 409A Tax. By way of specific examplethis Agreement, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The death following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of Section 409A 6(c)(i), above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the CodeTreasury Regulations but which does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A, such 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 will be interpreted to so comply or be exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A, or otherwise under applicable law (including in connection with any equity award existing as of the Effective Date or hereafter awarded, or any payments or benefits to be provided or payable to Executive hereunder).

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement Deferred Payments (as defined below) shall be made to the payable until Executive at has a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” ("separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the final regulations and official guidance thereunder ("Section 409A"), at Similarly, no severance payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409 pursuant to Treasury Regulation Section 1.409A-l(b)(9) shall be payable until Executive has a "separation from service" within the meaning of Section 409A, (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive's separation from service, or, if later, such time of as required by Section 20(c). Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive's separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following the Executive’s “Separation From Service” 's separation from service and the remaining payments shall be made as provided in this Agreement. (c) Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of Executive's separation from service (other than due to death), and the Code) severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any portion of the other severance payments or benefits to be received by the Executive upon Separation From Service would be separation benefits, are considered deferred compensation under Section 409A of (together, the Code and cannot be paid or provided to "Deferred Payments"), such Deferred Payments that are otherwise payable within the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be first six (6) months following Executive's separation from service will become payable pursuant to this Agreement during the six-month period immediately following the Executive’s Separation From Service (which, for the avoidance of doubt, will be considered a part of the Deferred Amount) will instead be paid or made available on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service 's separation from service, All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive's separation from service but prior to the six (ii6) the month anniversary of Executive’s death. The Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. 's separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive's death and shall all other Deferred Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this the Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the Code.Treasury Regulations, (d) Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes the Agreement. Any severance payment that qualifies as

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the six-month sixty (60) day period immediately following the Executive’s Separation From Service (which, separation from service but for the avoidance preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of doubtSection 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance payments or benefits payable to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 5(c)(iii). Except as required by Section 5(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made to the Executive at a time or as provided in a form that would subject Executive to the penalty tax of Section 409A of the Code this Agreement. (the “409A Tax”). If any payment under any other provision of this Agreement wouldiii) Further, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” separation from service (other than due to death), any Deferred Payments that otherwise are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubt, separation from service will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death. The Deferred Amount shall accrue simple interest at death following Executive’s separation from service but prior to the prime rate six (6) month anniversary of interest as published by Bank of America N.A. Executive’s separation from service (or its successor) during any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the deferral period date of Executive’s death and shall all other Deferred Payments will be paid payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) 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 AmountPayments for purposes of clause (i) above. With respect Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any amount of expenses eligible for reimbursement ambiguities herein will be interpreted to so comply or be exempt. Executive and the provision Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any in-kind benefits under this Agreement, additional tax or income recognition prior to the extent such actual payment or benefit would be considered deferred compensation to Executive under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. 409A. In no event will the reimbursements or in-kind benefits to Company reimburse Executive for any taxes that may be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes imposed on Executive as result of Section 409A of the Code.409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the Executive at a time or contrary in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement wouldAgreement, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” termination (other than due to death), then the Deferred Payments that are payable within the meaning of Section 409A of the Codefirst six (6) and if any portion of the payments or benefits to be received by the Executive upon Separation From Service would be considered deferred compensation under Section 409A of the Code and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately months following the Executive’s Separation From Service (which, for the avoidance of doubtseparation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of first payroll date that occurs on or after the date six (i6) the first business months and one (1) day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a “separate payment” and not one of a series of payments payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations. (iv) 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 for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the 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 will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Section 409A. (i) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, no payment under this Agreement shall be made to the Executive at a time or in a form that would subject Executive to the penalty tax of Section 409A of the Code (the “409A Tax”). If any payment under any other provision of this Agreement would, if paid at the time or in the form called for under such provision, subject the Executive to the 409A Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be paid in a form that would not subject the Executive to the 409A Tax. By way of specific example, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code), at the time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments severance pay or benefits to be received by the Executive upon Separation From Service would be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code Code, and cannot the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive without the Executive incurring the 409A TaxExecutive, then such amounts that would otherwise be payable if any, pursuant to this Agreement during that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the sixmeaning of Section 409A. (ii) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-month period immediately following term deferral period” as described in Section 5(c)(iv) below or resulting from an involuntary separation from service as described in Section 5(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation From Service termination (whichother than due to death), for then the avoidance of doubtDeferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will be considered a part of the Deferred Amount) will instead be paid or made available become payable on the earlier of (i) first payroll date that occurs on or after the first business date six months and one day of the seventh month following the date of Executive’s Separation From Service separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s death. The separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Amount shall accrue simple interest at the prime rate of interest as published by Bank of America N.A. (or its successor) during the deferral period and shall Payments will be paid payable in accordance with the Deferred Amount. With respect payment schedule applicable to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such each payment or benefit would be considered deferred compensation under Section 409A of the Code or is required to be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than December 31st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Each payment and benefit payable under this Agreement is intended to be constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “separate paymentshort-term deferral” and rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not one of a series of payments constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the Code.severance 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 to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A.