Common use of Section 409A Clause in Contracts

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise foregoing provisions are exempt from, or intended to comply with, with the requirements of Code Section 409A of and the Code final regulations and any official guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) ), so that none of the payments or and benefits to be provided hereunder will be subject to the additional penalty tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted to so comply. The Company agrees to work together with the Employee in accordance with good faith to consider any and all amendments to this intent. No Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax, interest penalty or accelerated income recognition prior to actual payment or benefits to be paid to the ExecutiveEmployee under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance payments or severance benefits payable to the Employee upon termination of employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation”) will be paid or otherwise provided payable until the Executive Employee has a “separation from service” within the meaning of Section 409A. IfFurther, if at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the ExecutiveEmployee’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxesEmployee’s death, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.if earlier (the “Deferred Compensation Delayed Payment Date”).

Section 409A. The Company intends that all payments This Award is intended as a short-term deferral, and benefits provided under this Agreement or otherwise are exempt fromto not be subject to any tax, penalty, or comply withinterest under, the requirements of Section 409A of the Internal Revenue Code and any guidance the regulations promulgated under Section 409A of thereunder. This Award, this Agreement and the Code Plan (collectively, “Section 409A”) so that none of the payments or benefits will be subject as to the additional tax imposed under Section 409A, Award) shall be construed and any ambiguities in this Agreement will be interpreted in accordance consistent with this such intent. No payment or benefits To the extent that any amounts payable hereunder are determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute “nonqualified deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employeecompensation” within the meaning of Section 409A, then such amounts shall be subject to such additional rules and requirements as specified by the payment Committee from time to time in order to comply with Section 409A, and the settlement of the Deferred Payments will any such amounts may not be accelerated or delayed except to the extent necessary permitted by Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to avoid the imposition Participant in connection with his or her termination of employment is determined to constitute “nonqualified deferred compensation” within the additional tax imposed under meaning of Section 409A409A and the Participant is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), which generally means that the Executive will receive then such payment on or benefit shall not be paid until the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s six-month anniversary of the termination date (the “Specified Employee Payment Date”). The aggregate of employmentany payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Participant in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. The Company reserves makes no representation or warranty and shall have no liability to the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive Participant or any other individual, person if any payments under any provisions of this Agreement are determined to comply with any provision required to avoid the imposition of the additional tax imposed constitute deferred compensation under Section 409A or and are subject to otherwise avoid income recognition the 20 percent tax 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding any provision of this Agreement or otherwise to the contrary, all provisions of this Agreement are exempt from, or intended to comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, and any the applicable Treasury regulations and administrative guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so that none of the payments or benefits will an exemption therefrom and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this such intent. No payment or benefits to be paid to the Executive, if any, Any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under may be excluded from Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “either as separation pay due to an involuntary separation from service” within service or as a short-term deferral shall be excluded from Section 409A to the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning maximum extent possible. For purposes of Section 409A, then the each installment payment of the Deferred Payments will provided under this Agreement shall be delayed treated as a separate payment. Notwithstanding any provision in this Agreement to the extent necessary contrary, if any payment or benefit provided for herein would be subject to avoid the imposition of the additional tax imposed taxes and interest under Section 409A, which generally means that 409A if Executive’s receipt of such payment or benefit is not delayed until the Executive will receive payment on earlier of (i) the first payroll date that occurs on of Executive’s death or after (ii) the date that is 6 six months and 1 day following after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s termination of employment. The Company reserves estate, if applicable) until the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to Payment Date. Notwithstanding the actual payment of any foregoing, the Company makes no representations that the payments and benefits or imposition of any additional tax. Each payment, installment, and benefit payable provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation are exempt from, or compliant with, Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.409A. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject Notwithstanding anything to the additional tax imposed under Section 409A, and any ambiguities contrary in this Agreement will be interpreted in accordance with this intent. No payment Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, under pursuant to this Agreement or otherwisethat, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“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. IfSimilarly, at 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 time meaning of the Executive’s termination of employment, the Section 409A. If Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s termination (other than due to death), then the payment of the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employmentseparation from service. The Company reserves All subsequent Deferred Payments, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisablebenefit. Notwithstanding anything herein to the contrary, in its sole discretion and without the consent of the if 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 dies following Executive’s separation from service but prior to the actual 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 of any benefits schedule applicable to each payment or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless Treasury Regulations. The foregoing provisions are intended to comply with the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result 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. References in this Agreement to termination of Executive’s employment shall mean termination of Executive’s employment with the Company and all entities required to be aggregated with the Company and treated as one employer under Section 414(b) or (c) of the Code under circumstances that give rise to a “separation from service” within the meaning given to that term under Section 409A.

Section 409A. The Company intends that all payments following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to the Plan and benefits provided under this Grant Agreement are intended to comply with or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under qualify for an exemption from Section 409A of the Code (collectively, “Section 409A”) so that none of ). The Company reserves the payments or benefits will be subject right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax imposed consequences that may apply under Section 409A: provided however, and any ambiguities in this Agreement that the Company makes no representations that the RSUs or dividend equivalents will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executiveexempt from any taxes, if anyinterest, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits and/or penalties that are considered deferred compensation may apply under Section 409A (togetherand makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the “Deferred Payments”) Employee hereby acknowledges and agrees that neither the Company nor any Affiliate or Subsidiary will be paid have any liability to the Employee or otherwise provided until any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Executive has Company with respect thereto. Any payments under this Grant Agreement, the settlement of which is triggered by a “"separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” " (within the meaning of Section 409A, then the payment ) of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed a "specified employee" (as defined under Section 409A), which generally means that the Executive will receive payment shall be made on the first payroll a date that occurs on is the earlier of (a) the Employee’s death or (b) the later of the specified settlement date and the date which is six months after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Employee’s separation from service.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if anyany such payments or benefits, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or the consent of 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits (i) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) will be paid or otherwise provided under until you have a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to you, if any, pursuant to this Agreement or 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. Notwithstanding anything to the contrary in this Agreement, if you are exempt from, or comply with, a “specified employee” within the requirements meaning of Section 409A at the time of your separation from service (other than due to death), then the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or termination benefits to be paid or provided to the Executiveyou, if any, under pursuant to this Agreement or otherwisethat, when considered together with any other severance payments or separation benefits that termination benefits, are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until that are payable within the Executive has a “first six (6) months following your separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination date of employmentyour separation from service. The Company reserves All subsequent Deferred Payments, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisablebenefit. Notwithstanding anything herein to the contrary, in its sole discretion and without the consent of the Executive or any other individualif you die following your separation from service, 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 but prior to the actual 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 at the time of your death and all other Deferred Payments will be payable in accordance with the payment of any benefits schedule applicable to each payment or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The Company intends that all payments and benefits provided under this the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this the Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the any Deferred Payments that are subject to Section 409A will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination separation from service. Notwithstanding anything to the contrary above, if the accelerated vesting and/or settlement of employmentany restricted stock units or other awards under Section 3(b)(iv) would subject such awards to imposition of the additional tax imposed under Section 409A, then the shares or property subject thereto shall be distributed or paid only at the time(s) and according to the schedule on which such distributions or payments were scheduled to be made under the original terms of the applicable award agreement(s). The Company reserves the right to amend this the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under 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 the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends parties intend that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Code and any the regulations and guidance promulgated under Section 409A of the Code thereunder (collectively, “"Section 409A”") so that none of the payments or benefits will be subject and, accordingly, to the additional tax imposed under Section 409Amaximum extent permitted, and any ambiguities in this Agreement will shall be interpreted in accordance with this intent. No payment or benefits to be paid in compliance therewith. Notwithstanding anything contained herein to the Executivecontrary, if any, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is Each amount to be paid or benefit to be provided under this Agreement shall be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, then the payment of the Deferred Payments will be delayed to the extent necessary required in order to avoid the imposition of the an accelerated or additional tax imposed under Section 409A, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following the Executive's separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination 's separation from service (or, if earlier, the Executive's date of employmentdeath). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or and makes no undertaking to otherwise avoid income recognition under preclude Section 409A prior from applying to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under (i) Notwithstanding anything to the contrary in this Agreement or otherwise are exempt fromAgreement, or comply with, if Executive is a “specified employee” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none at the time of Executive’s termination (other than due to death), then the payments or benefits will be subject severance payable to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under pursuant to this Agreement or otherwiseAgreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be paid or otherwise provided until the Executive has a “separation from service” that are payable within the meaning of Section 409A. If, at the time of the first six (6) months following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employment. The Company reserves All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisablebenefit. Notwithstanding anything herein to the contrary, in its sole discretion and without the consent of the if Executive dies following his 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 her termination but prior to the actual six (6) month anniversary of his or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment of any benefits schedule applicable to each payment or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment payments for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The Company intends that all severance payments and benefits provided made under this Agreement comply with, or otherwise are be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement or ambiguous terms herein will be interpreted in accordance with this intentto so comply or be exempt. No payment or Specifically, the severance benefits are intended to be paid to exempt from the requirements of Section 409A under the separation pay plan exception set forth under Section 409A. If, at the time of the Executive’s separation from service, if any, the Executive is a “specified employee” within the meaning of Section 409A and the severance benefits payable under this Agreement or otherwiseAgreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under 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. If), at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will begin to receive payment payments on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentseparation from service. The Company reserves and the right Executive agree to amend work together in good faith to consider amendments to this Agreement as it considers necessary and to take such reasonable actions which are necessary, appropriate or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required desirable 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 tax or income recognition prior to actual payment to you under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). 409A. In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends It is the intent of the parties that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, and any the regulations and guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so (except to the extent exempt as short term deferrals or otherwise) and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that none of following the payments Effective Date the Company reasonably determines that any compensation or benefits will payable under this Agreement may be subject to Section 409A, the additional Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax imposed treatment of the compensation and benefits provided with respect to this Agreement. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any ambiguities other arrangement between the Executive and the Company or its affiliates during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred, and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments and benefits described in this Agreement will be interpreted in accordance exempt from or comply with this intent. No payment or benefits to be paid Section 409A and, except to the Executiveextent provided in this Section 19, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under makes no undertaking to preclude Section 409A (together, the “Deferred Payments”) will from applying to any such payment. The Executive shall be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then solely responsible for the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed any taxes and penalties incurred under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive 409A 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Code.

Section 409A. The Company intends that all payments and benefits provided Option grant under this Agreement or otherwise are exempt from, or is intended to comply with, the requirements of with Code Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409Aextent subject thereto, and any ambiguities in and, accordingly, to the maximum extent permitted, this Agreement will be interpreted in accordance with this intent. No payment or benefits and administered to be paid in compliance with Code Section 409A. Notwithstanding anything to the Executivecontrary in the Plan or this Agreement, if anyneither the Company, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (togetherits Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on Grantee under Code Section 409A, and neither the Company, its Affiliates, the Board, nor the Committee will have any liability to Grantee for such tax or penalty. For purposes of this Agreement, to the extent that the Option is “Deferred Payments”) will nonqualified deferred compensation” that is not exempt from Section 409A, a termination of Service occurs only upon an event that would be paid or otherwise provided until the Executive has a “separation Separation from service” Service within the meaning of Section 409A. If, at the time of the ExecutiveGrantee’s termination of employmentSeparation from Service, the Executive (1) Grantee is a “specified employee” within the meaning of Code Section 409A, then and (2) the Company makes a good faith determination that an amount payable on account of Grantee’s Separation from Service constitutes deferred compensation (within the meaning of Code Section 409A), the payment of the Deferred Payments will which is required to be delayed pursuant to the extent necessary six (6)-month delay rule set forth in Code Section 409A to avoid taxes or penalties under Code Section 409A (the imposition of “Delay Period”), then the additional tax imposed under Section 409A, which generally means that Company will not pay such amount on the Executive otherwise scheduled payment date but will receive payment instead pay it in a lump sum on the first payroll date that occurs on or business day after the date that is 6 months and 1 day following the ExecutiveDelay Period (or upon Xxxxxxx’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisabledeath, in its sole discretion and if earlier), without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxinterest. Each payment, installment, and benefit payable installment that vests under this Agreement (if there is intended to constitute more than one installment) will be considered one of a series of separate payment payments for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Code Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section with section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and any guidance promulgated administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under Section section 409A of the Code (collectivelyCode, “Section 409A”) so that none the Executive shall not be considered to have terminated employment with the Company for purposes of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such time as the Executive has is considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time section 409A of the Executive’s termination Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of employmentsection 409A of the Code, the Executive is a “specified employee” and any payments that are due within the meaning of Section 409A, then the payment “short term deferral period” as defined in section 409A of the Deferred Payments will Code shall not be delayed to treated as deferred compensation unless applicable law requires otherwise. To the extent necessary required to avoid the imposition application of an accelerated or additional tax under section 409A of the additional tax imposed under Section 409ACode, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day six-month period immediately following the Executive’s termination of employmentemployment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or upon the Executive’s death, if earlier). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition an accelerated or additional tax under section 409A of the additional tax imposed under Section 409A or Code, amounts reimbursable 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 Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member Executive on or before the last day of the Company Group reimburse, indemnify, year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or hold harmless the Executive for provided in any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.subsequent year.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following an Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or otherwise are additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the Company is that the payments under this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) under the “short-term deferral exception” and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject performance conditions applicable to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid Performance-Based RSUs relate to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” Company’s business activities and/or organizational goals within the meaning of Treas. Reg. 1.409A-1(d)(1). In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on the Participant by Code Section 409A or damages for failing to comply with Code Section 409A. IfNotwithstanding the foregoing or any other provision of this Agreement to the contrary, if at the time of the ExecutiveParticipant’s termination of employmentseparation from service (as defined in Code Section 409A), the Executive Participant is a “specified employeeSpecified Employee,” within the meaning of Section 409A, then the Company will defer the payment or commencement of the Deferred Payments will be delayed any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after Participant) until the date that is 6 months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and 1 any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day following after the Executiveexpiration of the 6 month period or such shorter period, if applicable). The Participant will be a “Specified Employee” for purposes of this Agreement if, on the date of the Participant’s termination separation from service, the Participant is an individual who is, under the method of employmentdetermination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company reserves the right to amend this Agreement as it considers necessary or advisable, shall determine in its sole discretion all matters relating to who is a “Specified Employee” and without the consent application of and effects of the 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.change in such determination.

Section 409A. The This Agreement is intended to be exempt from or comply with the requirements of Section 409A. In the event this Agreement or any benefit paid to you hereunder is deemed to be subject to Section 409A, you consent to the Company intends adopting such conforming amendments as the Company deems necessary, in good faith and in its reasonable discretion, to comply with Section 409A and avoid the imposition of taxes under Section 409A. Each payment made pursuant to any provision of this Agreement, including under Section 4(a), shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. While it is intended that all payments and benefits provided under this Agreement or otherwise are to you will be exempt from, from or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under with Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment the Company makes no representation or benefits covenant to be paid to ensure that the Executive, if any, payments under this Agreement are exempt from or otherwise, when considered together compliant with Section 409A. The Company will have no liability to you or any other severance payments party if a payment or separation benefits benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. You further understand and agree that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) you will be paid or otherwise provided until the Executive has entirely responsible for any and all taxes on any benefits payable to you as a “separation result of this Agreement. In addition, if upon your Separation from service” within the meaning of Section 409A. IfService, at the time of the Executive’s termination of employment, the Executive is you are then a “specified employee” within the meaning of (as defined in Section 409A), then the payment of the Deferred Payments will be delayed solely to the extent necessary to comply with Section 409A and avoid the imposition of the additional tax imposed taxes under Section 409A, which generally means that the Executive will receive Company shall defer payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right “nonqualified deferred compensation” subject to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.and within six (6) months following such Separation from Service under this Agreement until the earlier of (i) the first business day of the seventh month following your Separation from Service, or (ii) ten (10) days after the Company receives written notification of your death. Any such delayed payments shall be made without interest.

Section 409A. The This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s "separation from service" as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of 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 Code and Executive on account of non-compliance with Section 409A. Notwithstanding any guidance promulgated under Section 409A other provision of the Code (collectivelythis Agreement, “Section 409A”) so that none of the payments if any payment or benefits will be subject benefit provided to the additional tax imposed under Section 409A, and any ambiguities Executive in this Agreement will be interpreted in accordance connection with this intent. No payment or benefits her termination of employment is determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute "nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” compensation" within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, 409A and the Executive is determined to be a “"specified employee” within the meaning of " as defined in Section 409A409A(a)(2)(b)(i), then the such payment of the Deferred Payments will or benefit shall be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s termination six-month anniversary of employmentthe Termination Date (the "Specified Employee Payment Date"). The Company reserves aggregate of any payments that would otherwise have been paid before the right Specified Employee Payment Date shall be paid to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or in a lump sum on the Specified Employee Payment Date and thereafter, any other individual, to comply remaining payments shall be paid without delay in accordance 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.their original schedule.

Section 409A. The Company intends that all payments and benefits provided Severance pay under this Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of “short-term deferral” exception to Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities 409A. Notwithstanding anything contained in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executivecontrary, if any, Executive shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments that become due under this Agreement or otherwise, when as a result of Executive’s termination of employment shall be due to Executive under this Agreement unless Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from Employer within the meaning of Section 409A. IfIf and to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, at amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the time of the six-month period immediately following Executive’s termination of employmentemployment instead shall be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Section 9 of this Agreement shall be construed as a separate, identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the Executive is terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “specified employeedeferral of compensation” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the because Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), then the payment will be paid to Executive on the earlier of the Deferred Payments six (6) month anniversary of Executive’s Date of Termination or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed to and will begin being provided on the extent necessary to avoid the imposition earlier of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the six (6) month anniversary of Executive’s Date of Termination or death. Any payment or benefit due upon a termination of employment. The Company reserves employment that represents a “deferral of compensation” within the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent meaning of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A shall be paid or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxprovided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment, installment, and benefit payable payment made under this Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“Short-Term Deferrals”) and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Executive incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in-kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends Parties intend that all payments and benefits provided under this Agreement be interpreted to comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the severance payments or benefits provided hereunder will be subject to the additional tax imposed under Section 409A409A. For purposes of determining severance, and any ambiguities in this Agreement will a termination of employment shall mean not be interpreted in accordance with this intent. No payment or benefits deemed to be paid to have occurred unless the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has termination is also a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the If Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed severance and any other separation benefits payable upon a separation from service (whether under this Agreement or otherwise) that would constitute deferred compensation under Section 409A409A (the “Deferred Payments”), which generally means that otherwise due to Executive on or within the Executive six (6)-month period following Executive’s separation from service will receive accrue during such six (6)-month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination separation from service (such rule, the “Six Month Delay Rule”) or, if earlier, the date of employmentExecutive’s death. The Company reserves All subsequent Deferred Payments following the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent application of the Executive Six Month Delay Rule, if any, will be payable in accordance with the payment schedule applicable to each payment or any other individualbenefit or, to comply with any provision required to avoid if earlier, upon the imposition date 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 taxExecutive’s death. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)) of the Treasury Regulations. Executive and the Company 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 subjecting Executive to an additional tax or income recognition under Section 409A prior to actual payment of any payments and benefits under this Agreement, as applicable. In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Notwithstanding any inconsistent provision of this Agreement, to the extent the Company intends determines in good faith that all payments and benefits provided under this Agreement one or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none more of the payments or benefits will received or to be received by Executive pursuant to this Agreement in connection with Executive’s termination of employment would constitute deferred compensation subject to the additional tax imposed under rules of Section 409A, no such payment shall be made or benefit provided unless and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” within the meaning of Section 409A. IfFurthermore, at the time of the Executive’s termination of employment, the if Executive is a “specified employee” within under Section 409A at the meaning time of such separation from service, then no amount that constitutes a deferral of compensation which is payable on account of the Employee’s separation from service shall be paid to the Employee before the date (the “Delayed Payment Date”) which is the first business day of the seventh month after the date of the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company and Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A, then if the payment of the Deferred Payments will be delayed Company deems such reformation necessary or advisable pursuant to the extent necessary guidance under Section 409A to avoid the imposition incurrence of any such interest and penalties. Such reformation shall not result in a reduction of the additional tax imposed aggregate amount of payments or benefits under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentthis Agreement. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 Any payments under this Agreement is intended that are deemed subject to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of 409A shall be subject to the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties following terms and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.provisions:

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Code and any the regulations and other guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject and, accordingly, to the additional tax imposed under Section 409Amaximum extent permitted, and any ambiguities in this Agreement will shall be interpreted in accordance with this intent. No payment or benefits and administered to be paid in compliance therewith. Notwithstanding anything contained herein to the Executivecontrary, if any, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under this Agreement or otherwise, when providing for payment of amounts on termination of employment unless Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the time “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. All reimbursements shall be paid within five (5) business days after delivery of Executive’s written request for payment accompanied by evidence of the fees and expenses incurred, as the Company may reasonably require, but in no event later than the end of the calendar year following the calendar year in which such fees and expenses are incurred. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will employment shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination of employment. The Company reserves employment (or upon Executive’s death, if earlier), together with interest calculated from the right to amend this Agreement as it considers necessary or advisablefifth (5th) day following termination of employment until the date of payment, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior at an annual rate equal to the actual payment of any benefits or imposition of any additional tax. Each paymentprime rate as reported in the Wall Street Journal from time to time, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.compounded annually.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Avatar or otherwise the Company for purposes of any payments under this Agreement which are exempt from, or comply with, the requirements of Section subject to section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” from Avatar and the Company within the meaning of Section 409A. If, at the time section 409A of the Executive’s termination Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment section 409A of the Deferred Payments will be delayed Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition accelerated taxation and/or tax penalties under section 409A of the additional tax imposed under Section 409ACode, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition an accelerated or additional tax under section 409A of the additional tax imposed under Section 409A or Code, amounts reimbursable 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 Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Neither Avatar nor the Company Group reimburse, indemnify, makes any representation that any or hold harmless all of the Executive for payments described in this Agreement will be exempt from or comply with section 409A of the Code and makes no undertaking to preclude section 409A of the Code from applying to any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.such payment.

Section 409A. The Company intends that all Parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 7 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit 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 be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding the other provisions hereof, this Agreement is intended to comply with or otherwise are be exempt from, or comply with, from the requirements of Section 409A of the Code and any the regulations and administrative guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none ), to the extent applicable, and this Agreement shall be interpreted to avoid any taxes or penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with or otherwise be exempt from Section 409A. All payments to be made upon a termination of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, Participant’s employment under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute deferred compensation under for purposes of Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning under Section 409A. For purposes of Section 409A. If409A, each payment made under this Agreement shall be treated as a separate payment. Any amount payable to the Participant pursuant to this Agreement during the six (6) month period immediately following the date of the Participant’s termination of employment that is not otherwise exempt from Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the ExecutiveParticipant’s termination of employmentseparation from service, the Executive Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” within the meaning of (as defined in Section 409A), then the Company shall postpone the commencement of the payment of Excess Amount for six (6) months following the Deferred Payments will be delayed to the extent necessary to avoid the imposition date of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the ExecutiveParticipant’s termination of employment. The Company reserves delayed Excess Amount shall be paid in a lump sum to the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without Participant on the consent Company’s first normal payroll date following the date that is six (6) months following the date of the Executive or any other individual, to comply with any provision required to avoid Participant’s termination of employment. If the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A Participant dies during such six (6) month period and 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the portion of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest Excess Amount that may is required to be imposed, or other costs that may be incurred, as a result delayed on account of Section 409A.409A, such Excess Amount shall be paid to the Participant’s estate within sixty (60) days after the Participant’s death.

Section 409A. The This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s “separation from service” as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of 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 Code and Executive on account of non-compliance with Section 409A. Notwithstanding any guidance promulgated under Section 409A other provision of the Code (collectivelythis Agreement, “Section 409A”) so that none of the payments if any payment or benefits will be subject benefit provided to the additional tax imposed under Section 409A, and any ambiguities Executive in this Agreement will be interpreted in accordance connection with this intent. No payment or benefits her termination of employment is determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute “nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from servicecompensation” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, 409A and the Executive is determined to be a “specified employee” within the meaning of as defined in Section 409A409A(a)(2)(b)(i), then the such payment of the Deferred Payments will or benefit shall be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s termination six-month anniversary of employmentthe Termination Date (the “Specified Employee Payment Date”). The Company reserves aggregate of any payments that would otherwise have been paid before the right Specified Employee Payment Date shall be paid to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or in a lump sum on the Specified Employee Payment Date and thereafter, any other individual, to comply remaining payments shall be paid without delay in accordance 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.their original schedule.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”a) so that none of the payments or benefits will be subject Notwithstanding anything to the additional tax imposed contrary in this Agreement, no Deferred Compensation Separation Benefits payable under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment considered due or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided payable until the and unless Executive has a “separation from service” within the meaning of Section 409A. If, at the time 409A of the Executive’s termination U.S. Internal Revenue Code of employment1986, as amended and the final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “Section 409A”). Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s “separation from service” other than due to Executive’s death, then the payment of the Deferred Payments will any severance benefits payable pursuant to this Agreement and any other severance payments or separation benefits, that in each case when considered together may be delayed to the extent necessary to avoid the imposition of the additional tax imposed considered deferred compensation under Section 409A409A (together, which generally means that the “Deferred Compensation Separation Benefits”) and are otherwise due to Executive on or within the six (6) month period following Executive’s “separation from service” will receive accrue during such six (6) month period and will instead become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employment. The Company reserves “separation from service.” All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment payments for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement shall not result in the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, and accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted consistent with that intent. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, amounts that would otherwise are be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following an Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required in order to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all Parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 7 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or immediately following Executive’s death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit 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 be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended comply with, with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and any the Department of Treasury guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so ). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that none is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the payments or benefits will year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the additional tax imposed under six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and any ambiguities not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement will be interpreted in accordance with this intent. No payment to “termination of employment” or benefits to be paid to “terminates employment” (and similar references) shall have the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a same meaning as “separation from service” within the meaning of Section 409A. If409A (a “Separation from Service”), at the time of the Executive’s and no payment subject to Section 409A that is payable upon a termination of employmentemployment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, the Executive is if you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) at the time of your Separation from Service, then any payment subject to Section 409A that would otherwise have been payable on account of, and within the payment of the Deferred Payments first six months following, your Separation from Service will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or business day after six months following the Separation Date or, if earlier, the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.your death.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. Any severance benefits that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following Executive’s separation from service, or, if later, such time as required under this paragraph. Except as required under this paragraph, any installment payments that would have been made to you during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to you on the 60th day following Executive’s separation from service and the remaining payments will be made as provided above. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends that all payments following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to the Plan and benefits provided under this Grant Agreement are intended to comply with or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under qualify for an exemption from Section 409A of the Code (collectively, “Section 409A”) so that none of ). The Company reserves the payments or benefits will be subject right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax imposed consequences that may apply under Section 409A: provided however, and any ambiguities in this Agreement that the Company makes no representations that the RSUs or dividend equivalents will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executiveexempt from any taxes, if anyinterest, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits and/or penalties that are considered deferred compensation may apply under Section 409A (togetherand makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the “Deferred Payments”) Employee hereby acknowledges and agrees that neither the Company nor any Subsidiary will be paid have any liability to the Employee or otherwise provided until any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Executive has Company with respect thereto. Any payments under this Grant Agreement, the settlement of which is triggered by a “"separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” " (within the meaning of Section 409A, then the payment ) of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed a "specified employee" (as defined under Section 409A), which generally means that the Executive will receive payment shall be made on the first payroll a date that occurs on is the earlier of (a) the Employee’s death or (b) the later of the specified settlement date and the date which is six months after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Employee’s separation from service.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or otherwise are additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any formal guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. To the extent necessary to comply with Section 409A, references to the termination of Executive’s employment or similar terms will be considered references to the Executive’s separation from service within the meaning of Section 409A. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group have any responsibility, liability or obligation to reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The This Agreement, and any payment hereunder, is intended to be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) under the short-term deferral and separation pay plan exemptions to the maximum extent permitted by Section 409A. However, to the extent that this Agreement or any payment hereunder is subject to Section 409A, the Agreement will be construed and interpreted in a manner that is consistent with the requirements of Section 409A. For these purposes, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A and in no event will the Company, its divisions and affiliates nor their respective directors, officers, employees or advisers be liable for all or any portion of the Code any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. If this Agreement (or any portion thereof) is subject to Section 409A and any guidance promulgated under amount subject to Section 409A becomes payable as a result of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a your “separation from service” within the meaning of (as defined under Section 409A. If, 409A) and at the such time of the Executive’s termination of employment, the Executive is you are a “specified employee” within (as defined under Section 409A), payment of such amount shall be delayed and shall be paid (without interest) on the meaning first day of the seventh calendar month following the date of your “separation from service.” Further, in the event that the period of time given to consider a release agreement spans two years, to the extent a payment is subject to the execution of the release and to Section 409A, then the payment may not be made earlier than January 1 of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.second year.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends that all This Agreement and its payments and benefits provided under this Agreement are intended to comply with (or otherwise are be exempt from, or comply with, ) the requirements of Internal Revenue Code Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of and will be interpreted and administered in accordance with such intention. In the payments event this Agreement or benefits will any other payment or benefit provided to Employee is deemed to be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid Employee consents to the ExecutiveCompany adopting such conforming amendments or taking such actions as the Company deems necessary, if anyin its discretion (and without an obligation to do so), under this Agreement or otherwise, when considered together to comply with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning For purposes of Section 409A, then the each payment of the Deferred Payments made to Employee pursuant to this Agreement or otherwise will be delayed designated as a separate payment. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent necessary to avoid the imposition of the additional tax imposed under required by Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. 409A. The Company reserves the right to amend this Agreement at any time terminate any nonqualified deferred compensation plan or arrangement involving Employee in accordance with the Section 409A plan termination regulations. Notwithstanding anything to the contrary, if upon Employee’s “separation from service” (as it considers defined under Section 409A) Employee is then a “specified employee” (as defined under Section 409A), then to the extent necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to Section 409A and avoid the imposition of the additional tax imposed taxes under Section 409A or 409A, the Company shall defer payment of “nonqualified deferred compensation” subject 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of and within six (6) months following Employee’s separation from service until the earlier of (i) the first business day of the seventh month following Employee’s separation from service (or if later, and solely if required in order to avoid or minimize the amount of any Section 409A.409A taxes, December ___, 2020 which is the date that is eighteen months after the Agreement was amended on June ___, 2019), or (ii) ten (10) days after the Company receives written notification of Employee’s death. Any such delayed payments shall be made without interest.

Section 409A. The Company intends that all payments and the benefits provided under pursuant to this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and the Treasury Regulations thereunder. Under no circumstances may the time or schedule of any guidance promulgated payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral. You do not have any right to make any election regarding the time or form of any payment due under the terms of this Agreement. The terms of this Agreement shall be performed in compliance with Section 409A and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A. In addition, notwithstanding any other provision of this Agreement to the contrary, in the event that your employment is terminated when you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code (collectively, “Section 409ACode”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted as determined in accordance with this intent. No payment the methodology in place or benefits to established by the Company as in effect on the date of termination (a “Specified Employee”), any amounts that would otherwise be paid to the Executive, if any, payable under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, during the “Deferred Payments”) will be paid or otherwise provided until six-month period immediately following the Executive has a date of your “separation from service” within the meaning of Section 409A. If, at the time 409A of the Executive’s Code (other than unpaid accrued base salary through the date of termination and other than any other payments that are not considered deferred compensation under Section 409A) shall be paid to you on the Delayed Payment Date. The “Delayed Payment Date” shall, for purposes of employmentthis Agreement, mean the Executive first business day after the date that is a six months following your “specified employeeseparation from service” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will be delayed Code. If you would like to participate in this special benefits program, please sign and return the extent necessary to avoid the imposition extra copy of this letter which is enclosed. Sincerely, WHITE ELECTRONIC DESIGNS /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx VP, CFO & Office of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.President

Section 409A. The This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s “separation from service” as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of 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 Code and Executive on account of non-compliance with Section 409A. Notwithstanding any guidance promulgated under Section 409A other provision of the Code (collectivelythis Agreement, “Section 409A”) so that none of the payments if any payment or benefits will be subject benefit provided to the additional tax imposed under Section 409A, and any ambiguities Executive in this Agreement will be interpreted in accordance connection with this intent. No payment or benefits his termination of employment is determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute “nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from servicecompensation” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, 409A and the Executive is determined to be a “specified employee” within the meaning of as defined in Section 409A409A(a)(2)(b)(i), then the such payment of the Deferred Payments will or benefit shall be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s termination six-month anniversary of employmentthe Termination Date (the “Specified Employee Payment Date”). The Company reserves aggregate of any payments that would otherwise have been paid before the right Specified Employee Payment Date shall be paid to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or in a lump sum on the Specified Employee Payment Date and thereafter, any other individual, to comply remaining payments shall be paid without delay in accordance 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.their original schedule.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, If at the requirements of Section 409A of time the Code and Executive becomes entitled to any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A any other termination payment from the Company (together, collectively referred to as the “Deferred PaymentsSeverance”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment), the Executive is a “specified employee” within (as defined in Section 409A of the meaning Internal Revenue Code of 1986, as amended (“Section 409A”)), then the payment of the Deferred Payments will no Severance considered deferred compensation under Section 409A and not subject to an exception or exemption thereunder shall be delayed paid to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after until the date that is 6 six (6) months and 1 day following after the Executive’s date of termination (or, if later, six (6) months after the Executive has incurred a separation from service as defined in Section 409A). For purposes of employment. The Company reserves the right determining whether Severance payment payable on payroll dates occurring on or prior to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent March 15 of the Executive or any other individual, to comply with any provision required to avoid year following the imposition year that includes the date of the additional tax imposed under termination are exempt from Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual as short-term deferrals, each Severance payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute shall be considered a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)409A. Any Severance that would otherwise have been paid to the Executive during this six-month period shall instead be aggregated and paid to the Executive on the date that is six (6) months after the Executive’s date of termination. In no event Any Severance to which the Executive is entitled to be paid after the date that is six (6) months following the Executive’s date of termination shall be paid to the Executive in accordance with the applicable schedule. It is intended that this Agreement will any member comply with Section 409A to the extent applicable, and this Agreement shall be interpreted and construed on a basis consistent with such intent. The Company and the Executive agree to amend (including retroactively) this Agreement in order to comply with Section 409A, including amending to facilitate the ability of the Company Group reimburse, indemnifyExecutive to avoid the imposition of, or hold harmless reduce the amount of, any Section 409A tax or penalties. The Company and the Executive for shall reasonably cooperate to provide full effect to this provision and the consent to any taxes, penalties and interest that may amendment described in the preceding sentence shall not be imposed, or other costs that may be incurred, as a result of Section 409A.unreasonably withheld by either party.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of Section 409A of the Code and Code. In the event that any guidance promulgated under provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code (collectively, “Section 409A”) so that none while attempting to preserve the economic intent of the payments or benefits will be subject applicable provision. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and the Executive shall not be considered to have terminated employment with the Company for purposes of any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, of the “Deferred Payments”) will be paid or otherwise provided Code until the Executive has would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, at to the time extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 months and 1 day six following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the an accelerated or additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior of the Code, amounts reimbursable to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company Group reimbursenor its directors, indemnifyofficers, employees or hold harmless the Executive advisers shall be held liable for any taxes, interest, penalties and interest that may be imposed, or other costs that may be incurred, monetary amounts owed by Executive as a result of the application of Section 409A.409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. The Company intends that all payments and benefits provided Any reimbursement of expenses under this Agreement or otherwise are exempt from(including, for example, under Section 3.7) shall occur not later than March 15 of the year following the year in which the expense was incurred. Any amount of expenses eligible for reimbursement, or comply within-kind benefit provided, during a calendar year shall not affect the requirements amount of Section 409A of the Code and expenses eligible for reimbursement, or in-kind benefit to be provided, during any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments other calendar year. The right to any reimbursement or benefits will in-kind benefit pursuant to this Agreement shall not be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment liquidation or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with exchange for any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, benefit. In the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the event Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments Internal Revenue Code at the time of the termination of Executive’s employment, any payments on termination due hereunder (other than accrued salary and vacation pay) which are considered deferred compensation and are payable during the six (6) month period beginning on Executive’s termination will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409Adeferred and paid, which generally means that the Executive will receive payment on the first payroll date that occurs on or together with interest at eight percent (8%), in a lump sum six (6) months and one (1) day after the date that is 6 months and 1 day following the of termination (or, if earlier, upon Executive’s termination death). It is the intention of employment. The Company reserves the right parties that no payment or entitlement pursuant to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent will give rise to any adverse tax consequences to Executive under Section 409A of the Executive Internal Revenue Code and any guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted, applied and (to the minimum extent necessary) amended so that it does not fail to meet, and is operated in accordance with, the requirements of that Section. Any reference in this Agreement to Section 409A of the Internal Revenue Code shall also include any proposed, temporary or final regulations, or any other individualguidance, promulgated with respect to comply with any provision required to avoid that Section by the imposition U.S. Department of the additional tax imposed under Section 409A Treasury 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Internal Revenue Service.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding anything to the contrary in this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executiveelsewhere, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting Executive to “additional tax”, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed interest or penalties under Section 409A, which generally means then any such payment or benefit that is payable during the first six months following Executive’s Separation From Service shall be paid or provided to Executive will receive payment in a cash lump-sum, with interest at LIBOR, on the first payroll date business day of the seventh calendar month following the month in which Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that occurs on represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or after provided to Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything to the date contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is 6 months and 1 exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of Executive following the Executive’s termination taxable year of employment. The Company reserves Executive in which the right to amend this Agreement as it considers necessary or advisable, in its sole discretion Separation From Service occurs; and without provided further that such expenses are reimbursed no later than the consent last day of the third taxable year following the taxable year of Executive or any other individualin which the Separation From Service occurs. Finally, to comply with any provision required to avoid for the imposition purposes of the additional tax imposed this Agreement, amounts payable under Section 409A or 5 shall be deemed not to otherwise avoid income recognition under be a “deferral of compensation” subject to Section 409A prior to the actual payment extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.1.409A-1 through A-6.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2l.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided Severance pay under this Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of “short-term deferral” exception to Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities 409A. Notwithstanding anything contained in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executivecontrary, if any, Executive shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments that become due under this Agreement or otherwise, when as a result of Executive’s termination of employment shall be due to Executive under this Agreement unless Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from Employer within the meaning of Section 409A. IfIf an to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, at amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the time of the six-month period immediately following Executive’s termination of employmentemployment instead shall be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). For purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to Section 9 of this Agreement shall be construed as a separate, identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the Executive is terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “specified employeedeferral of compensation” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A 409 A or to otherwise avoid income recognition under Section 409A 409 A 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the ExecutiveEmployee, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s his or her termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company or any member subsidiary of the Company Group reimburse, indemnify, or hold harmless the Executive reimburse any Employee for any taxes, penalties and interest taxes that may be imposedimposed on him or her, or other costs that may be incurred, including as a result of Section 409A.

Section 409A. The Company intends It is the intention of the Parties that all payments and benefits provided under this Agreement or otherwise are be exempt from, from or comply with, strictly with the requirements provisions of Section 409A of the Code Code, and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and any guidance promulgated under ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A of the Code (collectively, “or damages for failing to comply with Section 409A”) so that none of the payments or benefits will be subject 409A. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, all payments and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will payable upon a termination of employment hereunder shall be paid or otherwise provided until the Executive has only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of the 409A Rules (determined after applying the presumption set forth in Treas. Reg. Section 409A. If1.09A-1(h)(1)). Further, to the extent the Executive is a specified employee under the 409A Rules at the time of the Executive’s a termination of employment, employment and the Executive deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is a “specified employee” within the meaning necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the payment Company will defer the commencement of the Deferred Payments will be delayed any payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after Executive) until the date that is 6 at least six (6) months and 1 day following the Executive’s termination of employment. The employment with the Company reserves (or the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed earliest date permitted under Section 409A or to otherwise avoid income recognition under Section 409A prior Rules, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the actual payment cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, the normal schedule for the remaining payments will commence. Notwithstanding anything to the contrary in this Agreement, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Additionally, in the event that following the date hereof, the Company or the Executive reasonably determines that any compensation or benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is may be subject to Section 09A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A Rules and/or preserve the intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member tax treatment of the Company Group reimburse, indemnify, compensation and benefits provided with respect to this Agreement or hold harmless (y) comply with the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result requirements of Section 409A.409A Rules.

Section 409A. The Company intends It is intended that all payments and benefits provided under the terms of this Transition Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, the final regulations and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409Aan exemption therefrom, and any ambiguities in the terms of this Transition Agreement will be interpreted accordingly; provided, however, that the Company, its affiliates, and their respective employees, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to you with respect to any taxes, penalties, interest or other costs or expenses you or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A. Notwithstanding any provision to the contrary in accordance this Transition Agreement, with respect to any amounts under this intent. No payment or benefits Transition Agreement that are determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under for purposes of Section 409A (togetherand payable as a result of your termination of employment, the “Deferred Payments”) will you shall not be paid or otherwise provided deemed to have terminated employment unless and until the Executive has you have experienced a “separation from service” within the meaning (as that term is used in Section 409A). Payments pursuant to this Transition Agreement are intended to constitute separate payments for purposes of Section 409A. If, at To the time of the Executive’s termination of employment, the Executive is extent you are a “specified employee,” as defined in Section 409A and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other section of this Transition Agreement, to the extent required by Section 409A, no payment, distribution or benefit under this Transition Agreement that constitutes a distribution of deferred compensation (within the meaning of Section 409A) upon “separation from service” (as that term is used in Section 409A), then after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six (6) month period after separation from service, will be made during such six (6) month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six (6) month period, provided, however, that if you die following the date of termination and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A, such payments, distributions or benefits shall be paid or provided to the personal representative of your estate within thirty (30) days after the date of your death. To the extent that the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition any amount hereunder constitutes “nonqualified deferred compensation” for purposes of the additional tax imposed under Section 409A, which generally means if the applicable sixty (60) day period described in either Section 6 or Section 8 above spans calendar years, the payments will be made in the second calendar year. Any reimbursements or in-kind benefits provided to or for your benefit that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 deferred compensation for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event 409A shall be provided in a manner that complies with Section 409A. Accordingly, (a) all such reimbursements will any member be made not later than the last day of the Company Group reimbursecalendar year after the calendar year in which the expenses were incurred, indemnify(b) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (c) the amount of the expenses eligible for reimbursement, or hold harmless the Executive amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for any taxes, penalties and interest that may be imposedreimbursement, or the in-kind benefits provided, in any other costs that may be incurred, as a result of Section 409A.taxable year.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company VIZIO Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”a) so that none of the payments or benefits will be subject Notwithstanding anything to the additional tax imposed contrary in this Agreement, no Deferred Compensation Separation Benefits payable under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment considered due or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided payable until the and unless Executive has a “separation from service” within the meaning of Section 409A. If, at the time 409A of the Executive’s termination U.S. Internal Revenue Code of employment1986, as amended (the “Code”) and the final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “Section 409A”). Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s “separation from service” other than due to Executive’s death, then the payment of the Deferred Payments will any severance benefits payable pursuant to this Agreement and any other severance payments or separation benefits, that in each case when considered together may be delayed to the extent necessary to avoid the imposition of the additional tax imposed considered deferred compensation under Section 409A409A (together, which generally means that the “Deferred Compensation Separation Benefits”) and are otherwise due to Executive on or within the six (6) month period following Executive’s “separation from service” will receive accrue during such six (6) month period and will instead become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employment. The Company reserves “separation from service.” All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment payments for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the applicable requirements of Section section 409A of the Code and any its corresponding regulations and related guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will ), and shall be subject administered in accordance with Section 409A to the additional tax imposed extent Section 409A applies to this Agreement. Notwithstanding anything in this Agreement to the contrary, payment of any Performance Bonuses under this Agreement can only be made in a manner and upon an event permitted by Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intentto the extent applicable. No payment or benefits All payments to be paid to the Executive, if any, made upon a termination of employment under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning of under Section 409A. If, at the time For purposes of the Executive’s termination limitations on nonqualified deferred compensation under Section 409A, each payment of employmentcompensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything in this Agreement to the contrary, the Executive if Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed a publicly traded corporation under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual and if payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable amount under this Agreement is intended required to constitute be delayed for a separate period of six months after Separation from Service pursuant to Section 409A, payment for purposes of U.S. Treasury Regulation such amount shall be delayed as required by Section 1.409A-2(b)(2409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten days after the end of the six-month period (or within 60 days after death, if earlier). In no event will any member may Employee, directly or indirectly, designate the calendar year of a payment. No action or failure to act pursuant to this Section 12 shall subject the Company Group reimburseor any Affiliate thereof to any claim, indemnifyliability, or hold harmless expense, and neither the Executive for Company nor any taxes, penalties and interest that may be imposed, Affiliate thereof shall have any obligation to indemnify or other costs that may be incurred, as a result of otherwise protect Employee from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise letter are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance or regulations promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intentto so comply. No payment or benefits to be paid to the Executiveyou, if any, under pursuant to this Agreement letter or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has you have a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s your termination of employment, the Executive is you are a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive you will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of your employment. The Company reserves the right to amend this Agreement letter as it considers deems necessary or advisable, in its sole discretion and without the consent of the Executive or any other individualyour consent, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A the Code or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. In no event will the Company reimburse you for any taxes that may be imposed on you as a result of Section 409A. Each payment, installment, payment and benefit payable under this Agreement hereunder is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburseTreasury Regulations. All expense reimbursements made pursuant to this letter agreement shall, indemnifyin all cases, or hold harmless be made within sixty days of the Executive applicable request for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.reimbursement.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the because Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), then the payment will be paid to Executive on the earlier of the Deferred Payments six (6) month anniversary of his Date of Termination or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed to and will begin being provided on the extent necessary to avoid the imposition earlier of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the six (6) month anniversary of Executive’s Date of Termination or death. Any payment or benefit due upon a termination of employment. The Company reserves employment that represents a “deferral of compensation” within the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent meaning of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A shall be paid or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxprovided only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment, installment, and benefit payable payment made under this Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Executive incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in-kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid during the six-month period following Executive’s termination of employment unless Company intends determines, in its good faith judgment, that all paying such amounts at the time or times indicated in this Section 8.13 would not cause Executive to incur an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date) (in which case such amounts shall be paid at the time or times indicated in this Section 8.13). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, Company will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during such six month period. Thereafter, payments will resume in accordance with this Agreement. Additionally, in the event that following the Effective Date Company reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided under with respect to this Agreement or otherwise are exempt from, or (y) comply with, with the requirements of Section 409A of the Code and any guidance promulgated under Section 409A related Department of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.guidance.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements Executive mutually desire to avoid imposition of Section 409A of the Code and any guidance promulgated an excise tax under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive409A. Accordingly, if any, any provision provided herein results in the imposition of an excise tax under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning provisions of Section 409A, then the payment parties agree to fully cooperate in good faith and take appropriate reasonable actions to amend and/or operate the Agreement to avoid any such imposition as Executive and the Company determine is appropriate to comply with Section 409A. Notwithstanding any provision of this Agreement to the Deferred Payments contrary, the parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until a date following six months after Executive’s Covered Termination date, or if earlier, Executive’s death. All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be delayed deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (a) the extent necessary amounts reimbursed and in-kind benefits under this Agreement, other than with respect to avoid the imposition of the additional tax imposed medical benefits provided under Section 409A2(d), which generally means that during Executive’s taxable year may not affect the Executive will receive payment on amounts reimbursed or in-kind benefits provided in any other taxable year, (b) the first payroll date that occurs reimbursement of an eligible expense shall be made on or after before the date that is 6 months and 1 last day of Executive’s taxable year following the Executive’s termination of employment. The Company reserves taxable year in which the expense was incurred, and (c) the right to amend this Agreement as it considers necessary reimbursement or advisable, in its sole discretion and without the consent of the Executive an in-kind benefit is not subject to liquidation 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 exchange for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The This Agreement and the Plan provisions that apply to the Performance RSUs are intended to either be exempt from or comply with Section 409A and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or 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 shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or otherwise any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A. In the event the Grantee is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) and to the extent necessary under Section 409A, no payments in respect of any Performance RSU that are exempt from, or comply with, the requirements of “deferred compensation” subject to Section 409A of the Code and any guidance promulgated under Section 409A of which would otherwise be payable upon the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a Grantee’s “separation from service” within (as defined in Section 409A) shall be payable or settled before the meaning of Section 409A. If, at the time first day of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day seventh month following the Executive’s your termination of employment. The Company reserves Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed earliest date permitted 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 that is intended to constitute also a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.business day.

Section 409A. The Company intends that all payments Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” (“Specified Employee”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and any final regulations and guidance promulgated thereunder (“Section 409A”) at the time of Employee’s termination, then the severance and benefits provided under payable to Employee pursuant to this Agreement (other than due to death), if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which are otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment or the date of Employee’s death, if earlier. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. The foregoing provisions are exempt from, or intended to comply with, with the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the severance payments or and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.so comply.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”a) so that none of the payments or benefits will be subject Notwithstanding anything to the additional tax imposed contrary in this Agreement, no Deferred Compensation Separation Benefits payable under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment considered due or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided payable until the and unless Executive has a “separation from service” within the meaning of Section 409A. If, at the time 409A of the Executive’s termination U.S. Internal Revenue Code of employment1986, as amended and the final regulations and any guidance promulgated thereunder, as each may be amended from time to time (together, “Section 409A”). Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s “separation from service” other than due to Executive’s death, then the payment of the Deferred Payments will any severance benefits payable pursuant to this Agreement and any other severance payments or separation benefits, that in each case when considered together may be delayed to the extent necessary to avoid the imposition of the additional tax imposed considered deferred compensation under Section 409A409A (together, which generally means that the “Deferred Compensation Separation Benefits”) and are otherwise due to Executive on or within the six (6) month period following Executive’s “separation from service” will receive accrue during such six (6) month period and will instead become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employment. The Company reserves “separation from service.” All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment payments for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The This Retirement Date Separation Agreement and General Release is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Retirement Date Separation Agreement and General Release, payments provided under this Retirement Date Separation Agreement and General Release may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Retirement Date Separation Agreement and General Release that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Retirement Date Separation Agreement and General Release shall each be treated as a separate payment. Any payments to be made under this Retirement Date Separation Agreement and General Release upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Retirement Date Separation Agreement or otherwise are exempt from, or and General Release comply with, the requirements of with Section 409A of and in no event shall the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will Company be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive liable for all or any other individual, to comply with any provision required to avoid the imposition portion 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends It is the intention of the Parties that all payments and benefits provided under this Agreement or otherwise are be exempt from, from or comply with, strictly with the requirements provisions of Section 409A of the Code Code, and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”) and any guidance promulgated under ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A of the Code (collectively, “or damages for failing to comply with Section 409A”) so that none of the payments or benefits will be subject 409A. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, all payments and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will payable upon a termination of employment hereunder shall be paid or otherwise provided until the Executive has only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of the 409A Rules (determined after applying the presumption set forth in Treas. Reg. Section 409A. If1.09A-1(h)(1)). Further, to the extent the Executive is a specified employee under the 409A Rules at the time of the Executive’s a termination of employment, employment and the Executive deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is a “specified employee” within the meaning necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the payment Company will defer the commencement of the Deferred Payments will be delayed any payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after Executive) until the date that is 6 at least six (6) months and 1 day following the Executive’s termination of employment. The employment with the Company reserves (or the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed earliest date permitted under Section 409A or to otherwise avoid income recognition under Section 409A prior Rules, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the actual payment cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, the normal schedule for the remaining payments will commence. Notwithstanding anything to the contrary in this Agreement, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Additionally, in the event that following the date hereof, the Company or the Executive reasonably determines that any compensation or benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is may be subject to Section 409A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A Rules and/or preserve the intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member tax treatment of the Company Group reimburse, indemnify, compensation and benefits provided with respect to this Agreement or hold harmless (y) comply with the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result requirements of Section 409A.409A Rules.

Section 409A. The Company intends that all (a) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments and benefits provided may only be made under this Agreement or otherwise are exempt fromupon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, or to the extent any provision in this Agreement must be modified to comply withwith Section 409A of the Code, such provision shall be read in such a manner so that no payment due to the requirements Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any guidance promulgated amounts under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to shall be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time personal representative of the Executive’s termination of employment, the Executive is a “specified employee” estate within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or sixty (60) days after the date that is 6 months and 1 day following of the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.death.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A 409 A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A409 A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends parties intend that this Agreement will be administered so that all payments amounts and benefits payable hereunder shall be paid or provided in a manner that is compliant with Section 409A of the Code, and the parties hereby agree that all amounts and benefits payable under this Agreement are compliant with Section 409A of the Code. The parties agree not to take any position inconsistent with the preceding sentence for any reporting purposes, whether internal or otherwise are exempt fromexternal, or comply withand to cause their affiliates, agents, successors and assigns not to take any such inconsistent position. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the requirements provision shall be read in such a manner as to comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; provided that no such amendment may decrease the economic benefit to the Executive without the Executive’s prior written consent. If, and only if, the Optionee is a “specified employee” (as defined in Section 409A of the Code) and the exercise of any guidance promulgated portion of the Option would be subject to additional tax under Section 409A if any such portion of the Option were exercised within six months after the Optionee’s Separation from Service, then any such portion of the Option shall not be exercisable during the six-month period immediately following the Optionee’s Separation from Service, except as provided in the immediately following sentence. In such an event, any such portion of the Option that otherwise would have been exercised during such six-month period and that would have incurred such additional tax under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will shall instead be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment exercised on the first payroll date that occurs on or after day of the seventh month following the date that is 6 months and 1 day of the Optionee’s Separation from Service or, if earlier, within ten days following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent date of the 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Optionee’s death.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its their sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Employee would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Employee’s employment would be subject to the Section 409A additional tax imposed under because Employee is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), and any ambiguities in this Agreement the payment will be interpreted in accordance with this intent. No payment or benefits to be paid to Employee on the Executive, if any, under this Agreement earlier of the six (6) month anniversary of Employee’s date of termination or otherwise, when considered together with death. To the extent Employee would otherwise be entitled to any benefit (other severance payments or separation benefits than a payment) during the six (6) months beginning on termination of Employee’s employment that are considered deferred compensation under would be subject to the Section 409A (togetheradditional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Employee’s date of termination or death. Any payment or benefit due upon a termination of employment that represents a “Deferred Payments”) will deferral of compensation” within the meaning of Section 409A shall be paid or otherwise provided until the Executive has only upon a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, defined in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxTreasury Regulation § 1.409A-1(h). Each payment, installment, and benefit payable payment made under this Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“Short-Term Deferrals”) and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Employee’s “separation from service” occurs; and provided, further, that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Employee’s “separation from service” occurs. To the extent any expense reimbursement (including, without limitation, any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Employee incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in-kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are either be exempt from, from or comply with, the requirements of with Section 409A of the Code Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any guidance promulgated payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code (collectivelyCode, “Section 409A”) so that none of the payments or benefits will Executive shall not be subject considered to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided have terminated employment until the Executive has incurred a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (which shall be interpreted by (i) using “49 percent” in lieu of “20 percent” for purposes § 1.409A-1(h)(1)(ii), and (ii) using “50 percent in lieu of “80 percent” for purposes of §1.409A-1(h)(3)). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. If, at the time 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment, employment constitute a deferral of compensation subject to Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will Code at the time of his separation from service, any amounts that would otherwise be delayed payable and benefits that would otherwise be provided pursuant to this Agreement during the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive’s termination ) during one year may not affect amounts reimbursable or provided in any subsequent year and the right to reimbursement of employmentin- kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from, or advisablecomply with, in its sole discretion and without the consent Section 409A of the Executive or any other individual, Code and makes no undertaking to comply with any provision required to avoid the imposition preclude Section 409A of the additional tax imposed under Section 409A or Code from applying to otherwise avoid income recognition under Section 409A prior to any such payment made in accordance with the actual payment provisions 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Agreement.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. Notwithstanding any other provision in this Agreement, each Deferred Payment which is conditioned upon Executive’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the because Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), then the payment will be paid to Executive on the earlier of the Deferred Payments six (6) month anniversary of Executive’s Date of Termination or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed to and will begin being provided on the extent necessary to avoid the imposition earlier of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the six (6) month anniversary of Executive’s Date of Termination or death. Any payment or benefit due upon a termination of employment. The Company reserves employment that represents a “deferral of compensation” within the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent meaning of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A shall be paid or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxprovided only upon a “separation from service” as defined in Treasury Regulation § 1.409A­1(h). Each payment, installment, and benefit payable payment made under this Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A­1(b)(4) (“Short­Term Deferrals”) and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A­1 through A­6. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A pursuant to Treasury Regulation § 1.409A­1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in­kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in­kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in­kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life­time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Executive incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in­kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are either be exempt from, from or comply with, the requirements of with Section 409A of the Code Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any guidance promulgated payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code (collectivelyCode, “Section 409A”) so that none of the payments or benefits will Executive shall not be subject considered to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided have terminated employment until the Executive has incurred a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (which shall be interpreted by (i) using “49 percent” in lieu of “20 percent” for purposes § 1.409A-1(h)(1)(ii), and (ii) using “50 percent in lieu of “80 percent” for purposes of §1.409A-1(h)(3)). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. If, at the time 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment, employment constitute a deferral of compensation subject to Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will Code at the time of his separation from service, any amounts that would otherwise be delayed payable and benefits that would otherwise be provided pursuant to this Agreement during the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive’s termination ) during one year may not affect amounts reimbursable or provided in any subsequent year and the right to reimbursement of employmentin-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent comply with Section 409A of the Executive or any other individual, Code and makes no undertaking to comply with any provision required to avoid the imposition preclude Section 409A of the additional tax imposed under Section 409A or Code from applying to otherwise avoid income recognition under Section 409A prior to any such payment made in accordance with the actual payment provisions of any benefits or imposition of any additional taxthis Agreement. Each payment, installment, and benefit payable under this Xxxxxxx X. Xx 12 Employment Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2(Effective 1/1/16). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding anything to the contrary in this Agreement or otherwise are exempt fromAgreement, or comply with, if Executive is a “specified employee” within the requirements meaning of Section 409A of the Code and the final regulations and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none at the time of Executive’s termination (other than due to death), then the payments or benefits will be subject severance payable to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under pursuant to this Agreement or otherwiseAgreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will that would otherwise be paid or otherwise provided until the Executive has a “separation from service” payable within the meaning of Section 409A. If, at the time of the first six (6) months following Executive’s termination of employment, the Executive is will instead become payable in a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment lump sum on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employmentemployment or the date of Executive’s death, if earlier. 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 under applicable Treasury Regulations will not constitute Deferred Compensation Separation Benefits. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, foregoing provisions are intended to comply with any provision required the requirements of Section 409A so that none of the severance payments and benefits to avoid the imposition of be provided hereunder will be subject to the additional tax imposed under Section 409A 409A, and any ambiguities herein will be interpreted to so comply. Executive and the Company 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 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 tax or income recognition prior to actual payment to Executive under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or Plan is intended to comply with, the requirements of with Section 409A of the Code or an exemption thereunder and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this intentSection 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. No payment Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or benefits as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be paid to made under the Plan upon the termination of an Eligible Executive, ’s employment shall only be made if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has such termination of employment constitutes a “separation from service” within the meaning of under Section 409A. If, at Each installment payment under the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 Plan is intended to constitute be a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2409A. Notwithstanding any provision in the Plan to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if an Eligible Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of such Eligible Executive’s death or (ii) the date that is six months after such Eligible Executive’s Date of Termination (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to such Eligible Executive (or such Eligible Executive’s estate, if applicable) until the Section 409A Payment Date. In Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan are exempt from, or compliant with, Section 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and penalties, interest or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by any Eligible Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section with section 409A of the Code to the extent subject thereto or be exempt therefrom, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and any guidance promulgated administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under Section section 409A of the Code (collectivelyCode, “Section 409A”) so that none the Employee shall not be considered to have terminated employment with the Company for purposes of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits until such time as the Employee is considered to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time section 409A of the ExecutiveCode. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the "short term deferral period" as defined in section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the three-month period immediately following the Employee’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will employment shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the ExecutiveEmployee’s termination of employmentemployment (or upon the Employee’s death, if earlier). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition an accelerated or additional tax under section 409A of the additional tax imposed under Section 409A or Code, amounts reimbursable 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 Employee under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member Employee on or before the last day of the Company Group reimburse, indemnify, year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or hold harmless the Executive for provided in any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.subsequent year.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section with section 409A of the Code to the extent subject thereto or be exempt therefrom, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and any guidance promulgated administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid the application of an accelerated or additional tax under Section section 409A of the Code (collectivelyCode, “Section 409A”) so that none the Employee shall not be considered to have terminated employment with the Company for purposes of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits until such time as the Employee is considered to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time section 409A of the ExecutiveCode. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to avoid the application of an accelerated or additional tax under section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employee’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will employment shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the ExecutiveEmployee’s termination of employmentemployment (or upon the Employee’s death, if earlier). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition an accelerated or additional tax under section 409A of the additional tax imposed under Section 409A or Code, amounts reimbursable 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 Employee under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member Employee on or before the last day of the Company Group reimburse, indemnify, year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or hold harmless the Executive for provided in any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.subsequent year.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of Section 409A of the Code and Code. In the event that any guidance promulgated under provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code (collectively, “Section 409A”) so that none while attempting to preserve the economic intent of the payments or benefits will be subject applicable provision. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and the Executive shall not be considered to have terminated employment with the Company for purposes of any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, of the “Deferred Payments”) will be paid or otherwise provided Code until the Executive has would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, at Without limiting the time foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 months and 1 day six following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the an accelerated or additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior of the Code, amounts reimbursable to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company Group reimbursenor its directors, indemnifyofficers, employees or hold harmless the Executive advisers shall be held liable for any taxes, interest, penalties and interest that may be imposed, or other costs that may be incurred, monetary amounts owed by Executive as a result of the application of Section 409A.409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. The Company intends and the Employer intend that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on FORM the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentemployment (or, if earlier, the date of the Executive’s death). Notwithstanding any other provision in this Agreement, each Deferred Payment which is conditioned upon Executive’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject Notwithstanding anything to the additional tax imposed under Section 409A, and any ambiguities contrary in this Agreement will be interpreted in accordance with this intent. No payment Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, under pursuant to this Agreement or otherwiseAgreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Code Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Code Section 409A. IfAny Deferred Compensation Separation Benefits due to Executive pursuant to this Agreement or otherwise on or within the six-month period following Executive's termination will accrue during such six-month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive's termination, provided, that such cash severance or other benefits will be paid earlier, at the time times and on the terms set forth in the applicable provisions of this Agreement, if the Executive’s termination Company reasonably determines that the imposition of employment, the Executive is a “specified employee” within the meaning of additional tax under Code Section 409A, then the will not apply to an earlier payment of such cash severance or other benefits. 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 or 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 will not constitute Deferred Payments Compensation Separation Benefits to the extent permissible under the applicable Treasury Regulations. In addition, this Agreement will be delayed deemed amended to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 paymenttax or income recognition prior to actual payment to Executive under Code Section 409A and any temporary, installment, proposed or final Treasury Regulations and benefit payable under guidance promulgated thereunder and the parties agree to cooperate with each other and to take reasonably necessary steps in this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.regard.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding anything to the contrary in this Agreement or otherwise are exempt fromAgreement, or comply with, if Employee is a “specified employee” within the requirements meaning of Section 409A of the Code and any final regulations and guidance promulgated under Section 409A of the Code thereunder (collectively, collectively “Section 409A”) at the time of Employee’s termination, and the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments or and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.so comply.

Section 409A. The Company intends that all payments and benefits provided Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (i) no amounts shall be paid to Executive under Section 8 of this Agreement or otherwise are exempt from, or comply with, until Executive would be considered to have incurred a separation from service from the requirements Company within the meaning of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409ACode, and any ambiguities in (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement will be interpreted in accordance with this intent. No payment or benefits to during the six-month period immediately following Executive’s separation from service shall instead be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary separation from service (or advisabledeath, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxif earlier). Each paymentamount to be paid or benefit to be provided to Executive pursuant to this Agreement, installmentwhich constitutes deferred compensation subject to Section 409A, and benefit payable under this Agreement is intended to constitute shall be construed as a separate identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the Company Group reimbursetaxable year of Executive following the taxable year of Executive in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one taxable year of Executive may not effect amounts reimbursable or provided in any subsequent taxable year of Executive; provided, indemnifyhowever, or hold harmless the Executive that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the taxable year of Executive following the taxable year of Executive in which Executive remits the related taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this This Retirement Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Retirement Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the because Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), then the payment will be paid to Executive on the earlier of the Deferred Payments six (6) month anniversary of Executive’s Date of Termination or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed to and will begin being provided on the extent necessary to avoid the imposition earlier of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the six (6) month anniversary of Executive’s Retirement Date or death. Any payment or benefit due upon a termination of employment. The Company reserves employment that represents a “deferral of compensation” within the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent meaning of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A shall be paid or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxprovided only upon a “separation from service” as defined in Treasury Regulation § 1.409A­1(h). Each payment, installment, and benefit payable payment made under this Retirement Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. Section 409A. Amounts payable under this Retirement Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A­1(b)(4) (“Short­Term Deferrals”) and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A­1 through A­6. Notwithstanding anything to the contrary in this Retirement Agreement or elsewhere, any payment or benefit under this Retirement Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A pursuant to Treasury Regulation § 1.409A­1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in­kind benefits) shall be paid or provided only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in­kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in­kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life­time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Executive incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in­kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends that all parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. Each amount to be paid, installment payment or benefit to be provided under this Agreement or otherwise are exempt from, or comply with, the requirements shall be construed as a separately identified payment for purposes of Section 409A of the Code and Code. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated service or employment with the Company for purposes of any guidance promulgated payments under this Agreement which are subject to Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will until you would be subject considered to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Executive’s termination of employmentCode. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary required in order to avoid the imposition accelerated taxation and/or tax penalties under Section 409A of the additional tax imposed under Section 409ACode, which generally means (i) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following your separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following your separation from service (or death, if earlier), (ii) any payments that are due within the Executive’s termination of employment. The Company reserves the right to amend this Agreement “short term deferral period” as it considers necessary or advisable, defined in its sole discretion and without the consent Section 409A of the Executive or any other individualCode shall not be treated as deferred compensation unless applicable law requires otherwise, (iii) amounts reimbursable 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 you under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member you on or before the last day of the Company Group reimburse, indemnify, year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one (1) year may not effect amounts reimbursable or hold harmless the Executive for provided in any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.subsequent year.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. Any severance benefits that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following Executive’s separation from service, or, if later, such time as required under this paragraph. Except as required under this paragraph, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the 60th day following Executive’s separation from service and the remaining payments will be made as provided above. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.DocuSign Envelope ID: B37E8047-E2E5-4356-BD24-AE674777F4A6

Section 409A. The Company intends that all parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 8 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from Exhibit 10.1 service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit 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 be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends intent of the Companies and the Executive is that all payments and benefits provided under this Agreement or otherwise are exempt from, or agreement comply with, the requirements of Section 409A of the Code and any guidance promulgated under with Section 409A of the Code (collectively, “"Section 409A”) "), to the extent subject thereto; and, accordingly, to the maximum extent permitted, this agreement shall be interpreted and administered so that none as to be in compliance with Section 409A. Notwithstanding anything contained in this agreement to the contrary, the Executive shall not be considered to have terminated employment with the Companies for purposes of the any payments or benefits will be under this agreement which are subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has would be considered 436694.3 18 to have incurred a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is Each amount to be paid or benefit to be provided under this agreement shall be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, then the payment of the Deferred Payments will be delayed to the extent necessary required in order to avoid the imposition of the additional accelerated taxation or tax imposed penalties under Section 409A, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided to the Executive will receive payment during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the imposition Executive under this agreement shall be paid to the Executive on or before the last day of the additional tax imposed under year following the year in which the expense was incurred, and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Companies make no representation to the Executive to the Executive that any or all of the payments described in this agreement will be exempt from or comply with Section 409A or and make no undertaking to otherwise avoid income recognition under preclude Section 409A prior from applying to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends To the extent applicable, it is intended that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements provisions of Section 409A. This Agreement will be administered and interpreted in a manner consistent with this intent, Executive and the Company agree to work together in good faith in an effort to comply with Section 409A of the Code and any guidance promulgated under provision that would cause this Agreement to fail to satisfy Section 409A of will have no force and effect until amended to comply therewith (which amendment may be retroactive to the Code (collectively, “extent permitted by Section 409A”) so that none of the payments or benefits will be subject ). Notwithstanding anything contained herein to the additional contrary, to the extent required in order to avoid accelerated taxation and/or tax imposed penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement, and any ambiguities in this Agreement will no payments shall be interpreted in accordance with this intent. No payment or benefits due to be paid to the Executive, if any, Executive under this Agreement or otherwisewhich are payable upon termination of Executive’s employment, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. IfTo the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, at amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the time of the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” employment shall instead be paid within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on 30 days following the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination of employmentemployment (or upon Executive’s death, if earlier). The Company reserves the right In addition, for purposes of this Agreement, each amount to amend be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under 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 identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2409A. Notwithstanding anything in this Section 9(c). In no event will any member of , the Company Group reimburse, indemnify, or hold harmless the Executive shall not be responsible for any taxes, penalties and additional taxes or interest that may be imposed, or other costs that may be incurred, as a result of imposed on Executive pursuant to Section 409A.

Section 409A. The Company intends that all Parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that none of the this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits will be subject due to the Executive hereunder would cause the application of an accelerated or additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment such payments or benefits to shall be paid restructured in a manner which does not cause such an accelerated or additional tax and in a manner that preserves the original economic intent to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered maximum possible extent. For purposes of the limitations on nonqualified deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Without limiting the Deferred Payments will be delayed foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition of the additional accelerated taxation and/or tax imposed penalties under Section 409A, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following the Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination Transition Date (or death, if earlier). As of employmentthe date hereof, the Company believes that the delay described in the preceding sentence is not required with respect to the payments and benefits under this Agreement. The Company reserves makes no representation that any or all of the right to amend payments and benefits described in this Agreement as it considers necessary shall be exempt from or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required Section 409A, makes no undertaking to avoid the imposition of the additional tax imposed under preclude Section 409A from applying to any such payment or to otherwise avoid income recognition under Section 409A prior to benefit. The Executive shall be solely responsible for the actual payment of any benefits or imposition of any additional tax. Each payment, installment, taxes and benefit payable penalties incurred under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all the payments and benefits provided under this Agreement Participation Letter comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Internal Revenue Code of 1986, as amended, and any the regulations and guidance promulgated under Section 409A of the Code thereunder (collectively, “"Section 409A”") so that none of and, accordingly, to the payments maximum extent permitted, this Participation Letter shall be interpreted to be in compliance therewith. Notwithstanding anything in this Participation Letter to the contrary, any compensation or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payable under this Agreement or otherwise, when Participation Letter that is considered together with any other severance payments or separation benefits that are considered nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will and is designated under this Participation Letter as payable upon Participant’s termination of employment shall be paid or otherwise provided until the Executive has a “payable only upon Participant’s "separation from service” " with the Company within the meaning of Section 409A. If409A (a "Separation from Service"). In addition, notwithstanding anything in this Participation Letter to the contrary, if Participant is deemed by the Company at the time of the ExecutiveParticipant’s termination of employment, the Executive is Separation from Service to be a “"specified employee” within the meaning " for purposes of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary delayed commencement of any portion of the benefits to which Participant is entitled under this Participation Letter is required in order to avoid the imposition of the additional tax imposed a prohibited distribution under Section 409A, which generally means that such portion of Participant’s benefits shall not be provided to Participant prior to the Executive will receive payment on earlier of (i) the expiration of the six-month period measured from the date of Participant’s Separation from Service with the Company or (ii) the date of Participant’s death. Upon the first payroll date that occurs on or after the date that is 6 months and 1 business day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent expiration of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under applicable Section 409A or to otherwise avoid income recognition under Section 409A prior period, all payments deferred pursuant to the actual payment of any benefits preceding sentence shall be paid in a lump sum to Participant (or imposition of any additional tax. Each payment, installmentParticipant’s estate or beneficiaries), and benefit payable any remaining payments due to Participant under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may Participation Letter shall be imposed, or other costs that may be incurred, paid as a result of Section 409A.otherwise provided herein.

Section 409A. The Company intends For purposes of clarity and consistent with Section 8(l) of the Plan, notwithstanding anything in this Agreement to the contrary, if the vesting of any portion of this Performance Share Award occurs in connection with the termination of Grantee’s employment other than due to Grantee’s death, and if both (x) Grantee is a U.S. taxpayer and “specified employee” within the meaning of Section 409A of the Code at the time of such termination, and (y) the payment of any such vested portion otherwise due on or within six (6) months following Xxxxxxx’s employment termination will result in the imposition of additional tax under Section 409A if paid to Grantee during such period, then the payment of such vested portion will not be made until the date six (6) months and one (1) day following the date of Xxxxxxx’s employment termination, except in the case of Xxxxxxx’s earlier death following Xxxxxxx’s employment termination, in which case, such vested portion will be paid as soon as practicable following Xxxxxxx’s death. To the extent necessary to be exempt from or to comply with Section 409A of the Code, any references to the termination of Grantee’s employment or similar phrases will mean Grantee’s separation from service within the meaning of Section 409A of the Code. In no event will Grantee be permitted, directly or indirectly, to specify the taxable year of the payment of any Performance Shares payable under this Agreement. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). It is the intent of this Agreement that it and all payments and benefits provided under this Agreement or otherwise are hereunder be exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments Performance Shares under this Agreement or benefits Shares issuable hereunder will be subject to the additional tax imposed under Section 409A409A of the Code, and any ambiguities in this Agreement or ambiguous terms herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement so exempt or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.so comply.

Section 409A. The Company intends It is intended that all payments and benefits provided under this the Agreement or otherwise are exempt from, or shall comply with, with the requirements of Section 409A of the Code Code, and any guidance promulgated under payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code (collectivelyCode, “Section 409A”) so and this Agreement shall be interpreted, operated and administered accordingly. To the extent that none any provision of the Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A. No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under the Agreement or otherwise will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided payable until the Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder. If the period during which Executive may sign the Release begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that that would constitute deferred compensation within the meaning of Section 409A. If, at the time 409A of the Executive’s termination Code will be paid or provided until the later calendar year. The severance payments and benefits under the Agreement are intended to satisfy the exemptions from application of employmentSection 409A of the Code provided under Treasury Regulations Sections 1.409A l(b)(4), the 1.409A-l(b)(5) and 1.409A-l(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will be delayed Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid the imposition adverse personal tax consequences under Section 409A of the additional tax imposed Code, any payments payable under the Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A409A of the Code and that would (but for this provision) be payable within 6 months following the date of termination, which generally means that the Executive will receive payment shall instead be paid on the first payroll date that occurs on or after the date that is 6 months and 1 next business day following the expiration of such six month period or, if earlier, upon Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 taxdeath. Each payment, installment, and benefit payable installment payment under this the Agreement is intended to constitute a “separate payment payment” for purposes of U.S. Treasury Regulation Regulations Section 1.409A-2(b)(21.409A-2(b)(2)(i). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding any provision of this Agreement or otherwise to the contrary, all provisions of this Agreement are exempt from, or intended to comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, and any the applicable Treasury regulations and administrative guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so that none of the payments or benefits will an exemption therefrom and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this such intent. No payment or benefits to be paid to the Executive, if any, Any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under may be excluded from Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “either as separation pay due to an involuntary separation from service” within service or as a short-term deferral shall be excluded from Section 409A to the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning maximum extent possible. For purposes of Section 409A, then the each installment payment of the Deferred Payments will provided under this Agreement shall be delayed treated as a separate payment. Notwithstanding any provision in this Agreement to the extent necessary contrary, if any payment or benefit provided for herein would be subject to avoid the imposition of the additional tax imposed taxes and interest under Section 409A, which generally means that 409A if Executive’s receipt of such payment or benefit is not delayed until the Executive will receive payment on earlier of (i) the first payroll date that occurs on of Executive’s death or after (ii) the 14 date that is 6 six months and 1 day following after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s termination of employment. The Company reserves estate, if applicable) until the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to Payment Date. Notwithstanding the actual payment of any foregoing, the Company makes no representations that the payments and benefits or imposition of any additional tax. Each payment, installment, and benefit payable provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation are exempt from, or compliant with, Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.409A. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 409A. The Company intends parties intend that all payments and benefits provided under this Agreement be interpreted to comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the severance payments or benefits provided hereunder will be subject to the additional tax imposed under Section 409A409A. For purposes of determining severance, and any ambiguities in this Agreement will a termination of employment shall mean not be interpreted in accordance with this intent. No payment or benefits deemed to be paid to have occurred unless the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has termination is also a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the If Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed severance and any other separation benefits payable upon a separation from service (whether under this Agreement or otherwise) that would constitute deferred compensation under Section 409A409A (the “Deferred Payments”), which generally means that otherwise due to Executive on or within the Executive six (6)-month period following Executive’s separation from service will receive accrue during such six (6)-month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination separation from service (such rule, the “Six Month Delay Rule”) or, if earlier, the date of employmentyour death. The Company reserves All subsequent Deferred Payments following the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent application of the Executive Six Month Delay Rule, if any, will be payable in accordance with the payment schedule applicable to each payment or any other individualbenefit or, to comply with any provision required to avoid if earlier, upon the imposition date 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 taxExecutive’s death. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)) of the Treasury Regulations. Executive and the Company 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 subjecting Executive to an additional tax or income recognition under Section 409A prior to actual payment of any payments and benefits under this Agreement, as applicable. In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, the requirements of with Section 409A of the Internal Revenue Code and any guidance promulgated under Section 409A of the Code 1986, as amended (collectively, “Section 409A”) so that none of the payments or benefits will an exemption thereunder and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this intent. No payment or benefits to be paid to the ExecutiveAgreement, if any, payments provided under this Agreement or otherwise, when considered together may only be made upon an event and in a manner that complies with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, 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 “Deferred Payments”) will maximum extent possible. Any payments to be paid or otherwise provided until the Executive has made under this Agreement upon a termination of employment shall only be made upon a “separation from service” within the meaning of under Section 409A. If, at the time of the Executive’s termination of employment, the Executive is 409A and any payments to be made under this Agreement that are subject to Section 409A and that are payable to a “specified employee” within the meaning on account of “separation from service” (other than amounts exempt from Section 409A, then ) during the payment first six (6) months after the date of the Deferred Payments will Executive’s “separation from service,” shall be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or day of the seventh month beginning after the date that is 6 months and 1 day following the of Executive’s termination of employment“separation from service” (or upon Executive’s death, if earlier). The Notwithstanding the foregoing, the Company reserves makes no representations that the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 payments provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation comply with Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, be liable for all or hold harmless the Executive for any portion of any taxes, penalties and penalties, interest or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends It is intended that all payments and benefits provided under this the Agreement or otherwise are exempt from, or shall comply with, with the requirements of Section 409A of the Code Code, and any guidance promulgated under payments hereunder are intended to be exempt from, or if not so exempt, to comply with the requirements of Section 409A of the Code (collectivelyCode, “Section 409A”) so and this Agreement shall be interpreted, operated and administered accordingly. To the extent that none any provision of the Agreement is ambiguous, but a reasonable interpretation of the provision would cause any payment or benefit to comply with or be exempt from the requirements of Section 409A of the Code, Executive and the Company intend the term to be interpreted as such in order to avoid adverse personal tax consequences under Section 409A. No severance or other payments or benefits otherwise payable to Executive upon a termination of employment under the Agreement or otherwise will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided payable until the Executive has a “separation from service” as defined under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder. If the period during which Executive may sign the Release begins in one calendar year and ends in the following calendar year, then no severance payments or benefits that would constitute deferred compensation within the meaning of Section 409A. If, at the time 409A of the Executive’s termination Code will be paid or provided until the later calendar year. The severance payments and benefits under the Agreement are intended to satisfy the exemptions from application of employmentSection 409A of the Code provided under Treasury Regulations Sections 1.409A- l(b)(4), the 1.409A-l(b)(5) and 1.409A-l(b)(9). However, if such exemptions are not available and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will be delayed Code at the time of Executive’s separation from service, then, solely to the extent necessary to avoid the imposition adverse personal tax consequences under Section 409A of the additional tax imposed Code, any payments payable under the Agreement on account of a separation from service that would constitute deferred compensation within the meaning of Section 409A409A of the Code and that would (but for this provision) be payable within 6 months following the date of termination, which generally means that the Executive will receive payment shall instead be paid on the first payroll date that occurs on or after the date that is 6 months and 1 next business day following the expiration of such six month period or, if earlier, upon Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to 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 taxdeath. Each payment, installment, and benefit payable installment payment under this the Agreement is intended to constitute a “separate payment payment” for purposes of U.S. Treasury Regulation Regulations Section 1.409A-2(b)(21.409A-2(b)(2)(i). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or is intended to comply with, with the requirements provisions of Section 409A of the Code and any guidance promulgated under Section 409A of the Code applicable Treasury authorities (collectively, “Section 409A”) so and, wherever possible, shall be construed and interpreted to ensure that none of the any payments that may be paid, distributed provided, reimbursed, deferred or benefits settled under this Agreement will not be subject to the any additional tax imposed taxation under Section 409A, 409A. This Section 10 does not create an obligation on the part of Company to modify the Agreement in the future and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Notwithstanding any ambiguities in provision of this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executivecontrary, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under 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. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of that term under Section 409A409A(a)(2)(B) of the Code on the Executive’s Termination Date, then any payment or benefit to be paid, transferred or provided to the payment Executive pursuant to the provisions of this Agreement that would be subject to the tax imposed by Section 409A of the Deferred Payments will Code if paid, transferred or provided at the time otherwise specified in this Agreement shall be delayed and thereafter paid, transferred or provided on the first Business Day that is six months after the Executive’s Termination Date (or if earlier, within 30 days after the date of the Executive’s death) to the extent necessary for such payment or benefit to avoid being subject to the imposition tax imposed by Section 409A of the additional tax imposed Code. Each of the payments due to the Executive with respect to the Deferred Units under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination 3(c) of employment. The Company reserves the right to amend this Agreement are designated as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under 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 payments for purposes of U.S. Section 409A and the short-term deferral rules under Treasury Regulation Section 1.409A-2(b)(21.409A-1(b)(4)(i)(F). In no event will any member As a result, payments under Section 3(c) that are by their terms scheduled to be made on or before March 15, 2013 are exempt from the requirements of Code Section 409A under the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties separation pay and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.short-term deferral exemption provisions.