Common use of Section 409A Clause in Contracts

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent 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 requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Executive on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any other provision of this Agreement Agreement, if any payment or benefit provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Executive in connection with his termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall be payable unless such termination also meets the requirements meaning of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, 409A and the Grantee Executive is determined to be a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit409A(a)(2)(b)(i), and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be paid until the first payroll date to occur following the six-month anniversary of the Code, then no such payment or benefit will be Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid or commenced to before the Specified Employee Payment Date shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months Specified Employee Payment Date and one day following the effective date of the terminationthereafer, and any remaining compensation and benefits due under the Agreement payments shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year without delay in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeaccordance with their original schedule.

Section 409A. This (a) You and the Company agree that this Agreement is intended shall be interpreted to comply with or be exempt from Section 409A 409A, and the regulations and guidance promulgated thereunder to the extent applicable, and all provisions of the Code or an exemption thereunder and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A 409A. (b) A termination of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A employment shall not be deemed to have occurred for purposes of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation benefits considered “nonqualified deferred compensation” under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (ia) the Grantee’s expiration of the six-month period measured from the date of such “separation from service,” and (b) the date of your death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any Upon the expiration of the Delay Period, all payments which and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the Grantee would otherwise have received during absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever a payment under For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion treated as a right to receive a series of the Company, separate and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;distinct payments. (d) each separately identified amount and each installment In no event shall the Company or any of its affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to which comply with, or be exempt from, the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code or an exemption thereunder and shall will be construed interpreted, administered and interpreted operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Employee’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is consistent six months following the Employee’s separation from service with the requirements for avoiding additional taxes Company (or penalties the earliest date as is permitted under Section 409A of the Code. Notwithstanding the foregoing), and the Company makes no representations will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the payment and extent any reimbursements or in-kind benefits provided due to the Employee under this Agreement comply constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code and in no event shall to the Company 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 extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the sole discretion of the Company. In no event may the Employee, and the Grantee shall have no right (directly or indirectly) , designate the calendar year of any payment to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the later Company shall not permit any offset or set-off against payments of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment “non-qualified deferred compensation” for purposes of Section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except other amounts or payments to the extent permitted by that such offset or set-off would result in any violation of Section 409A of or adverse tax consequences to the Code.Employee under Section 409A.

Section 409A. This (a) You and the Company agree that this Agreement is intended shall be interpreted to comply with or be exempt from Section 409A 409A, and the regulations and guidance promulgated thereunder to the extent applicable, and all provisions of the Code or an exemption thereunder and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A 409A. (b) A termination of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A employment shall not be deemed to have occurred for purposes of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation benefits considered “nonqualified deferred compensation” under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (ia) the Grantee’s expiration of the six-month period measured from the date of such “separation from service”, and (b) the date of your death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any Upon the expiration of the Delay Period, all payments which and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the Grantee would otherwise have received during absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever a payment under For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion treated as a right to receive a series of the Company, separate and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;distinct payments. (d) each separately identified amount and each installment In no event shall the Company or any of its Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to which comply with, or be exempt from, the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Notwithstanding any provision to the contrary, all provisions of this Agreement is are intended to be construed and interpreted to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code or an exemption thereunder and and, if necessary, any such provision shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement deemed amended to comply with Section 409A of and the Code and in no event shall the Company regulations thereunder. Severance benefits under this Agreement are intended to 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 exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and any remaining amount is intended to be exempt from Section 409A under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement that constitute deferred compensation subject to Section 409A will only be paid upon a “separation from service” within the Code. meaning of Section 409A. Notwithstanding any provision of anything in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code if required by Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h)409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is if you are considered a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the and if payment of any compensation or benefit may not amounts under this Agreement are required to be accelerated except delayed for a period of six months after separation from service pursuant to the extent permitted Section 409A, payment of such amounts shall be delayed as required by Section 409A and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of the Code.six-month period. For purposes of Section 409A, each payment under this Agreement is treated as a separate payment and the right to a series of installment payments is treated as the right to a series of separate payments. In no event may you, directly or indirectly, designate the calendar year of payment. No action or failure to act pursuant to this paragraph shall subject the Company nor any affiliate thereof to any claim, liability or expense, and none of the Company nor any affiliate thereof shall have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the Code, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation and except as otherwise provided in this Agreement, if a payment or benefit payable hereunder that constitutes a deferral is to be paid upon the Officer’s Date of compensation under Code Section 409A Termination or termination, then such payment shall be subject to delayed until the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of Officer has experienced a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that such term is defined under Section 409A of the Code); provided, however, that if a payment or benefit is considered to be a deferral of compensation subject to Section 409A of the Code and the Officer is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) at of the time the Grantee becomes entitled Code, then with regard to any such payment or benefitthe provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Officer’s “separation from service” (as such term is defined in U.S. Treasury Regulations issued under Section 409A of the Code), then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Granteedate of the Officer’s termination of employment death (the “Delay Period”). Any payments which As soon as practicable following the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Officer in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Officer that would not be required to be delayed if the premiums therefore were paid by Section 409A the Officer, the Officer shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Officer an amount equal to the amount of such premiums paid by the Officer during the Delay Period within thirty (30) days after the conclusion of such Delay Period.

Section 409A. This Agreement is intended The parties intend that any compensation, benefits and other amounts payable or provided to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided Executive under this Agreement comply with Section 409A of the Code and be paid or provided in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the CodeInternal Revenue Code of 1986 and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) such that there will be no adverse tax consequences, interest or penalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. Notwithstanding The parties agree to modify this Agreement, or the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement Agreement, the payments and benefits to be provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation Executive under Code Section 409A this Agreement shall be subject to the following:provisions set forth below. (a) no amount or benefit a. Any payment subject to Section 409A that is payable upon triggered by a termination of from employment or services from the Company shall be payable unless such termination also meets the requirements of triggered by a “separation from service,” under Treasury Regulation Section 1.409A-1(h), and references as defined in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined regulations issued under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;409A. (c) whenever a b. Each payment under this Agreement specifies will be considered a payment period, the actual date “separate payment” and not one of payment within such specified period shall be within the sole discretion a series of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment payments for purposes of Section 409A of the Code; and. c. It is intended that the payments to be made to the Executive under this Agreement upon a termination of employment shall be exempt from Section 409A as a “short-term deferral” under applicable Treasury regulations. In the event that such exemption does not apply, and any payment (eor portion thereof) is not otherwise exempt from Section 409A, if the Executive is then a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code (as determined by the Company), then any such non-exempt payment otherwise due to the Executive during the first six months following the Executive’s termination of employment will be held until and paid on the day following the expiration of such six-month period. d. All expenses eligible for reimbursement hereunder that are taxable to the Executive shall be paid to the Executive no earlier than in the seventh month after separation from service and no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by the Executive in any compensation or benefit may calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement hereunder shall not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for any other benefit.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall the regulations and other guidance related thereto (“Section 409A”) and, to the maximum extent permitted, this Agreement will be construed and interpreted in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Codesuch intention. Notwithstanding any other provision of this Agreement to the contrary, the Company makes no representation that the Plan or any compensation amounts payable under this Agreement will be exempt from or benefit payable hereunder that constitutes a deferral of compensation under Code comply with Section 409A shall be subject and makes no undertaking to the following: (a) no amount or benefit that is payable upon a termination of employment or services preclude Section 409A from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement applying to “termination”, “termination of employment” or like terms shall mean a “separation from service;”this Agreement. (b) in To the event extent that any payment amount payable under this Agreement constitutes an amount payable or benefit to the Grantee or any benefit hereunder be provided under a "nonqualified deferred compensation plan" (as defined in Section 409A) that is made uponnot exempt from Section 409A, or and such amount is payable as a result of, the Grantee’s termination of employment, a Separation from Service and the Grantee is you are a “"specified employee” " (as that term is defined and determined under Section 409A of and any relevant procedures that the CodeCompany may establish) at the time of your Separation from Service, then, notwithstanding any other provision in this Agreement to the Grantee becomes entitled to any contrary, such payment or benefit, and provided further that such payment or benefit does delivery of shares will not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced made to be paid to the Grantee under this Agreement you until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on after the date that is six (6) months and one day following the effective date your Separation from Service, at which time all payments that otherwise would have been paid to you under this Agreement during that six-month period, but were not paid because of the terminationthis paragraph, and any remaining compensation and benefits due under the Agreement shall will be paid or provided as otherwise set forth herein;in a single lump sum. This six-month delay will cease to be applicable in the event of your death. (c) whenever a payment under For purposes of this Agreement specifies a payment periodAgreement, “Separation from Service” will have the actual date meaning set forth in Section 409A and all references to termination of payment within such specified period shall be within the sole discretion of the Company, employment and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall similar references will be deemed to be a separate payment for purposes references to “Separation from Service” within the meaning of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Agreement (i) Anything to the contrary herein notwithstanding, the Granted Units are not intended to be “nonqualified deferred compensation” within the meaning of Section 409A of the Code and are intended to comply with the “short term deferral” rules under Section 409A and shall be paid or otherwise settled on or as soon as practicable after the applicable Vesting Date and not later than the 15th day of the third month from the end of (i) the Grantee’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date, whichever is intended later. If, however, the Granted Units or any payment in lieu thereof is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A of the Code Code. (ii) Anything to the contrary herein or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes Plan notwithstanding, neither the Company or penalties under Section 409A any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Code. Notwithstanding Committee shall have any liability to a Grantee or otherwise with respect to the foregoingfailure of the Plan, the Company makes no representations that Granted Units or the payment and benefits provided under this Award Agreement to comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that any amount due to you under this Agreement or other arrangement with the Company is intended deemed to comply with be deferred compensation pursuant to Section 409A of the Internal Revenue Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent of 1986, as amended, the parties agree to make such amendments as are necessary to comply with the requirements for avoiding additional taxes or penalties under of Code Section 409A 409A, so long as such amendments maintain the original intent and economic benefit to you and the Company of the Code. Notwithstanding applicable provision without violating the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with provisions of Code Section 409A 409A. A termination of the Code and in no event employment shall the Company not be liable deemed to have occurred for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constitutes “nonqualified deferred compensation” upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if on the date of termination you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be made or provided until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service”, then no and (B) the date of your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit will delay) shall be paid or commenced reimbursed to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee you in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any all remaining compensation payments and benefits due under the this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (x) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, your right to receive installment payments pursuant to this Agreement shall be treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company, and . To the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) extent that the payment of any compensation or benefit may amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be accelerated except paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to the extent permitted by Section 409A of the Codebe paid prior thereto.

Section 409A. This (a) The parties agree that this Agreement is intended shall be interpreted to comply with or be exempt from Section 409A of the Code or an exemption and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in 409A. In no event shall whatsoever will the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalties that may be incurred by the Grantee imposed on account of non-compliance Executive under Section 409A or any damages for failing to comply with Section 409A 409A. (b) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation benefits considered “nonqualified deferred compensation” under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets a “separation from service” within the requirements meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” the Termination Date or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will shall be paid made or commenced to be paid provided prior to the Grantee under this Agreement until earlier of (A) the expiration of the six-month period measured from the date that is of such “separation from service” of the earlier to occur of Executive, and (iB) the Granteedate of the Executive’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any All payments which and benefits delayed pursuant to this Section 10 (whether they would have otherwise been payable in a single sum or in installments in the Grantee would otherwise have received during absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationwithout interest, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (c) whenever For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within 10 business days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company. If the twenty-nine (29) day period (or fifty-three (53) day period, as applicable) following the Termination Date ends in the calendar year following the year that includes such Termination Date, then payment of any amount that is conditioned upon the execution of the Release Agreement and is subject to Section 409A shall not be paid until the Grantee first day of the calendar year following the year that includes the Termination Date, regardless of when the Release Agreement is signed. All expenses or other reimbursements as provided herein shall have no right (directly be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or indirectly) prior to determine the last day of the taxable year following the taxable year in which such payment is made. In expenses were incurred by the event a payment period straddles two consecutive calendar years, Executive; no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the payment expenses eligible for reimbursement in any other taxable year; and the Executive’s right to reimbursement or in-kind benefits shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchanged for any other benefit.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs (including any dividend equivalent rights related thereto) to be made to the Grantee pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingPSUs or any dividend equivalent rights may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code such PSUs and any dividend equivalent rights 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 Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofall Service Recipients, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs (and related dividend equivalent units) constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code or an exemption thereunder and shall will be construed interpreted, administered and interpreted operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Executive’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is consistent six months following the Executive’s separation from service with the requirements for avoiding additional taxes Company (or penalties the earliest date as is permitted under Section 409A of the Code. Notwithstanding the foregoing), and the Company makes no representations will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the payment and extent any reimbursements or in-kind benefits provided due to the Executive under this Agreement comply constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code and in no event shall to the Company 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 extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the sole discretion of the Company. In no event may the Executive, and the Grantee shall have no right (directly or indirectly) , designate the calendar year of any payment to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the later Company shall not permit any offset or set-off against payments of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment “non-qualified deferred compensation” for purposes of Section 409A of the Code; and (e) the payment of any compensation Code or benefit may not be accelerated except other amounts or payments to the extent permitted by that such offset or set-off would result in any violation of Section 409A of or adverse tax consequences to the Code.Executive under Section 409A.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered accordingly. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each payment under this Agreement, including each installment payment under this Agreement, shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company Corporation makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Employee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contraryAgreement, if any compensation payment or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject provided to the following: (a) no amount or benefit that is payable upon a Employee in connection with Employee’s termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall meaning of Section 409A of the Code and Employee is determined to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that then such payment or benefit does shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or, if sooner, the date of Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise qualify for an applicable exemption from have been paid before the Specified Employee Payment Date shall be paid to Employee 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. Any payment under Section 5 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, then no such payment or benefit will and that is subject to a release’s becoming effective, and that would otherwise be paid or commenced in the first 30 days after your termination date shall be paid, if at all, on such 30th day (subject to be paid to any required delay under the Grantee under this Agreement until the date that is the earlier to occur of (ipreceding paragraph) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodin accordance with the Corporation’s applicable policy or benefit plan, the actual date of payment within such specified period but in all events reimbursements shall be within paid no later than the sole discretion last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such the relevant expense is incurred. The amount of expenses or benefits eligible for reimbursement, payment is made. In or provision during a calendar year shall not affect the event a payment period straddles two consecutive expenses or benefits eligible for reimbursement or provision in any other calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent 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 requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Executive on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any other provision of this Agreement Agreement, if any payment or benefit provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Executive in connection with his termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall be payable unless such termination also meets the requirements meaning of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, 409A and the Grantee Executive is determined to be a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit409A(a)(2)(b)(i), and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be paid until the first payroll date to occur following the six-month anniversary of the Code, then no such payment or benefit will be Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid or commenced to before the Specified Employee Payment Date shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months Specified Employee Payment Date and one day following the effective date of the terminationthereafter, and any remaining compensation and benefits due under the Agreement payments shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year without delay in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeaccordance with their original schedule.

Section 409A. This Agreement is subject to Section 16(i) of the Plan, and any provisions in this Agreement providing for the payment of “nonqualified deferred compensation” (as defined in Section 409A of the Code and the Treasury regulations thereunder) to the Participant are intended to comply with, or be exempt from, the requirements of Section 409A of the Code, and this Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate or defer the timing of the payment of any such nonqualified deferred compensation, except in compliance with Section 409A of the Code and this Agreement, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A of the Code and this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that A Termination of Employment or Retirement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment and of any amounts or benefits provided under this Agreement comply with subject to Section 409A of the Code and in no event shall the Company be liable for all upon or any portion following a Termination of any taxesEmployment or Retirement, penaltiesas applicable, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination Termination of Employment or Retirement, as applicable, is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A of the Code and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” If the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee,” upon his or her “separation from service” (as that term is defined under Section 409A of the Code) at Code under such definitions and procedures as established by the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Company in accordance with Section 409A of the Code), then no any portion of a payment, settlement, or other distribution made upon such payment a “separation from service” that would cause the acceleration of, or benefit an addition to, any taxes pursuant to Section 409A of the Code will not commence or be paid until a date that is six (6) months and one (1) day following the applicable “separation from service.” Any payments, settlements, or commenced other distributions that are delayed pursuant to this Section 18 following the applicable “separation from service” shall be accumulated and paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Participant in a lump sum without interest on the date that is six months and one first business day immediately following the effective date required delay period. Any amounts payable hereunder that satisfy the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever Code. Whenever a payment under this Agreement specifies may be paid within a payment specified period, the actual date of payment within such the specified period shall be within the Company’s sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codediscretion.”

Section 409A. This It is the intention of the Company and the Executive that the provisions of this Agreement is intended comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. To the extent necessary to avoid imposition of any additional tax or interest penalties under Section 409A (such tax and interest penalties, a “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any payment, distribution or benefit pursuant to this Agreement shall be subject to a six-month delay in a manner consistent with Section 409A(a)(2)(B)(i) of the Code; provided, that (a) the Executive shall be credited with interest in respect of such payment, distribution or benefit during such six-month period at the rate set forth in Section 12 and (b) if the Executive dies during such six-month period, any such delayed payments shall not be further delayed, and shall be immediately payable to the Executive’s devisee, legatee or other designee or, should there be no such designee, to the Executive’s estate in accordance with the applicable provisions of this Agreement. From and after the Effective Date and for the remainder of the term of this Agreement, (i) the Company shall administer and operate this Agreement in compliance with Section 409A of the Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time and (ii) in the event that the Company determines that any provision of this Agreement or any such plan or arrangement does not comply with Section 409A of the Code or an exemption thereunder any such rules, regulations or guidance and shall be construed and interpreted in that the Executive may become subject to a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoingTax, the Company makes no representations that and the payment and benefits provided under this Agreement comply with Executive shall negotiate in good faith to amend or modify such provision to avoid the application of such Section 409A of the Code and in no event Tax; provided, that such amendment or modification shall the Company 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 of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: not (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled Executive shall not be obligated to consent to any such payment amendment or benefit, and provided further modification that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of would) reduce the Code, then no such payment or benefit will be paid or commenced to be paid economic value to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later Executive of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeprovision.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on you by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Grantee’s termination time of employment, and the Grantee is your “separation from service” you are a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of your “separation from service.” Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies shall not be subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. In the event that any payment(s) from the Company to you is conditioned upon your execution and non-revocation of a payment period, the actual date general release of payment within such specified period shall be within the sole discretion claims in favor of the Company, and the Grantee shall period you have no right (directly or indirectly) to determine the year in which sign and/or revoke such payment is made. In the event a payment period straddles release spans two consecutive calendar years, the payment shall be made Company will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the later beginning of such second calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Agreement is intended to comply with Section 409A 16.1 The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Internal Revenue Code Section 409A of and the regulations and guidance promulgated thereunder (collectively “Code and Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on the Executive by the Grantee on account of non-compliance with Code Section 409A or damages for failing to comply with Code Section 409A. 16.2 A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be made or provided until the date which is the earlier of (A) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of the Executive, then no and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such payment or benefit will delay) shall be paid or commenced to be paid reimbursed to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 16.3 To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 16.4 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company. 16.5 Notwithstanding any other provision of this Agreement to the contrary, and the Grantee in no event shall have no right (directly or indirectly) to determine the year in which such any payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.

Section 409A. This Agreement Notwithstanding any of the foregoing, it is intended to that this Agreement comply with with, or be exempt from, the provisions of Section 409A of the Code or an exemption thereunder and shall that this Award not result in unfavorable tax consequences to the Participant under Section 409A of the Code. This Agreement will be construed administered and interpreted in a manner that is consistent with such intent. Notwithstanding anything contained herein to the requirements for avoiding additional taxes or contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code. Notwithstanding the foregoing, the Participant shall not be considered to have terminated employment with Company makes or any of its Subsidiaries for purposes of this Agreement and no representations that the payment and benefits provided payments shall be due to him or her under this Agreement comply with Section 409A which are payable upon his or her termination of the Code and in no event shall employment until he or she would be considered to have incurred a “separation from service” from the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by its Subsidiaries within the Grantee on account meaning of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement To the extent required in order to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined avoid accelerated taxation and/or tax penalties under Section 409A of the Code) at the time the Grantee becomes entitled , amounts that would otherwise be payable and benefits that would otherwise be provided to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced a “specified employee” pursuant to be paid to the Grantee under this Agreement until during the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day six-month period immediately following the GranteeParticipant’s termination of employment (shall instead be paid within 30 days following the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on first business day after the date that is six months and one day following the effective date Participant’s termination of employment with the terminationCompany or any of its Subsidiaries (or upon the Participant’s death, and any remaining compensation and benefits due under if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Participant pursuant to this Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; and (e) . Notwithstanding any of the payment of any compensation or benefit may not be accelerated except foregoing to the extent permitted by contrary, the Company and its respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement as written comply with, or are exempt from, the provisions of Section 409A of the Code, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A of the Code.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the United States Internal Revenue Code of 1986, as amended (the "Code") and any regulations and guidelines issued thereunder, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation or benefit payable hereunder that constitutes if the Executive is deemed to be a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “"specified employee” (as " within the meaning of that term is defined under Section 409A of the Code409A(a)(2)(B) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment or benefit will shall not be paid made or commenced to be paid provided prior to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death expiration of the six (6)-month period measured from the date of his "separation from service" (as such term is defined in Treasury Regulations issued under Section 409A), or (ii) six months and one day following the Grantee’s termination date of employment his death (the “"Delay Period”"). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by Section 409A the Executive, the Executive shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.

Section 409A. This Agreement is intended to comply with Section 409A To the extent applicable, the intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”); and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Grantee on account of non-compliance with Code Section 409A or damages for failing to comply with Code Section 409A. (a) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon or following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A, and and, for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement provided until the date that which is the earlier to occur of (i) the Grantee’s death or expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) six months and one day following the Granteedate of Executive’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable death, solely to the Grantee extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any all remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (b) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expense or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (c) whenever For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this Agreement to the contrary, and the Grantee in no event shall have no right (directly any payment or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.

Section 409A. This (a) All payments to which Executive may be entitled under this Agreement is are intended to either be exempt from, or comply with with, the requirements of Section 409A of the Code or an exemption thereunder (“Section 409A”) including the final treasury regulations and other legally binding guidance promulgated thereunder, and shall be construed and interpreted in accordance therewith. Unless otherwise expressly provided, any payment of compensation by Parent or the Company to Executive, whether pursuant to this Agreement or otherwise, shall be made by the 15th day of the third month after the end of the calendar year in which Executive’s right to such payment is no longer subject to a manner that substantial risk of forfeiture (for purposes of Section 409A). No party, individually or jointly, may accelerate or defer any deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is consistent with the requirements for avoiding additional taxes or penalties permitted to be paid under Section 409A of the Code. 409A. Notwithstanding the foregoing, nothing in this Section 4.13 shall create any obligation by any member of the Company makes no representations that the Group to Executive should any payment and benefits provided under this Agreement comply with Section 4.13 fail to satisfy Section 409A. (b) No payment of deferred compensation within the meaning of Section 409A that would otherwise be paid, and no benefit that constitutes deferred compensation that would otherwise be provided, upon a termination of employment will be made or provided, as the Code case may be, unless and in no event shall until such termination of employment also constitutes a separation from service within the Company be liable for all or any portion meaning of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. 409A. (c) Notwithstanding any provision provisions of this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to policies adopted by the Company Group) on his Termination Date and if any compensation portion of the payments or benefit payable hereunder that constitutes a deferral of benefits to be received by Executive upon separation from service would be considered deferred compensation under Code Section 409A shall 409A, amounts of deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Termination Date and benefits that constitute deferred compensation that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s Termination Date will instead be paid or made available on the earlier of (i) the first day of the seventh month following Executive’s Termination Date and (ii) Executive’s death. (d) The reimbursement of expenses and the provision of in-kind benefits under any provisions of this Agreement will be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (ii) six months and one any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Codeexpense was incurred; and (iii) Executive’s right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit. (e) the Each payment made under this Agreement will be considered a separate payment and not one of any compensation or benefit may not be accelerated except to the extent permitted by a series of payments for purpose of Section 409A of the Code.409A.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid at the time specified in the Agreement, then the payment thereof shall be postponed to and paid on the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations shall repay the Executive for the payments made by the Executive pursuant to the terms of this sentence which would otherwise not have been required of the Executive. (d) The Executive’s date of termination for purposes of determining the date that the any payment and benefits provided or benefit that is treated as nonqualified deferred compensation under this Agreement comply with Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Code Executive is a “Specified Employee” on the date of termination, shall be the date on which the Executive has incurred a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) 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 Grantee on account of non-compliance with Section 409A of the Code. applicable guidance thereunder. (e) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation or benefit payable hereunder performance shares that constitutes a deferral of compensation under Code are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable accelerated unless such termination also meets acceleration complies with the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such as determined pursuant to applicable guidance issued thereunder. If the payment or benefit will of vested performance shares cannot be paid or commenced accelerated pursuant to be paid this provision, payment shall include interest for the period of delay, compounded monthly, equal to the Grantee under this Agreement until prime rate as set forth in the Eastern edition of the Wall Street Journal on the date that is when payment of the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee vested performance shares would otherwise have received during the Delay Period will be payable been made. (f) Notwithstanding any provision of this Agreement to the Grantee in a lump sum on contrary, to the date that extent the Company is six months and one day following required pursuant to this Agreement to reimburse expenses incurred by the effective date of the terminationExecutive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) reimbursement obligation is subject to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code, the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement; andprovided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be made by the end of the calendar year next following the calendar year in which the Executive remits the related taxes. (eg) Notwithstanding any provision of this Agreement to the contrary, if Executive becomes entitled to the payment of severance benefits pursuant to this Agreement upon termination of employment as a result of Executive’s disability, the Company shall pay such disability benefits in accordance with the Company’s payroll policy (whether or not such payroll is monthly) for the period otherwise specified under this Agreement. (h) Notwithstanding any compensation or benefit may not be accelerated except provision of this Agreement to the extent permitted contrary, benefit payments under the SERB Plan shall be made to Executive in the manner provided under the SERB Plan, as amended by the Company to comply with Section 409A of the Code. Except as otherwise provided in the SERB Plan, no benefits shall be payable hereunder prior to death, disability or termination of employment.”

Section 409A. This Agreement is intended to comply with Section 409A The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided payments under this Agreement comply 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 no event compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company be liable for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by payments under this Agreement which are subject to Section 409A of the Code until the Grantee on account has incurred a “separation from service” from the Company within the meaning of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no Each amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; and (e) . Without limiting the payment of any compensation or benefit may not be accelerated except foregoing and notwithstanding anything contained herein to the contrary, to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code., amounts that would otherwise be payable pursuant to this Agreement or any other arrangement between the Grantee and the Company during the six (6) month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Grantee’s separation from service (or, if earlier, the Grantee’s date of death). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. In the event that any provision of this Agreement would cause this Agreement fail to comply with Section 409A, to the extent subject thereto, such provision may be deemed null and void, and the Company and the Grantee agree to amend or restructure this Agreement to the extent necessary and appropriate to avoid adverse tax consequences under Section 409A.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The Parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on you by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Grantee’s termination time of employment, and the Grantee is your “separation from service” you are a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of your “separation from service.” Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. The Company or any of its applicable affiliates shall withhold from any amounts payable or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under any applicable law or regulation and other required or applicable deductions. Except with respect to any payments or benefits which you may be entitled to under paragraph 4 of the Executive Letter Agreement, which shall be governed by the provisions contained therein, if and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company or any of its applicable affiliates in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (as determined under Section 409A (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of your estate on the first to occur of the New Payment Date and thirty (30) days after the date of your death. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor any of its applicable affiliates nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to you under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that you are entitled to receive in any given calendar year shall not affect the in-kind benefits that you are entitled to receive in any other calendar year; (c) your right to such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall your entitlement to such reimbursements or such in-kind benefits apply later than your remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A of and shall, to the Code or an exemption thereunder and shall extent practicable, be construed and interpreted in a manner that is consistent with accordance therewith. Terms defined in the requirements for avoiding additional taxes or penalties Agreement shall have the meanings given such terms under Section 409A of if and to the Code. Notwithstanding the foregoingextent required to comply with Section 409A. In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall have no representations that the payment and benefits provided liability to you or any other person if any provisions of or payments under this Agreement comply with are determined to constitute deferred compensation subject to Section 409A of but not to satisfy the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes conditions of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid or provided at the time specified in the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations that shall repay the payment Executive for the payments made by the Executive pursuant to the terms of this sentence which would otherwise not have been required of the Executive. (d) Subject to Section 15(c), and benefits provided under this Agreement to the extent required to comply with Section 409A 409A, a portion of the Code amount provided for in Section 3.1(c)(ii) shall be paid at the same time and in no event shall the Company be liable same form as required for all the payment of severance under the Executive’s Employment Agreement, rather than a single lump sum, to the extent such portion would have been payable in such alternative form under the Executive’s Employment Agreement in the absence of a Change in Control, and the Executive’s date of termination does not occur within two years following a Change in Control that satisfies the requirements for a change in the ownership or any effective control of the Company, or a change in the ownership of a substantial portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A assets of the CodeCompany, under Section 409A, as determined pursuant to the applicable guidance thereunder. If payment cannot be made in a lump sum pursuant to this provision, each installment payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when the lump sum payment would otherwise have been made.] (e) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation performance shares that are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be accelerated unless such acceleration complies with the requirements of Section 409A of the Code, as determined pursuant to applicable guidance issued thereunder. If the payment of vested performance shares cannot be accelerated pursuant to this provision, payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when payment of the vested performance shares would otherwise have been made. (f) The Executive’s date of termination for purposes of determining the date that any payment or benefit payable hereunder that constitutes a deferral of is treated as nonqualified deferred compensation under Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Executive is a “Specified Employee” on the date of termination, shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from date on which the Company shall be payable unless such termination also meets the requirements of Executive has incurred a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A(a)(2)(A)(i) and applicable guidance thereunder. (g) To the extent the Company is required pursuant to this Agreement to reimburse expenses incurred by the Executive, and references in the Agreement such reimbursement obligation is subject to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment or benefit otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be paid or commenced to be paid to made by the Grantee under this Agreement until end of the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day calendar year next following the Grantee’s termination of employment (the “Delay Period”). Any payments calendar year in which the Grantee would otherwise have received during Executive remits the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationrelated taxes, and any remaining compensation and benefits required reimbursement of expenses incurred due under to a tax audit or litigation addressing the Agreement shall existence or amount of a tax liability will be paid made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or provided litigation are remitted to the taxing authority, or where as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodresult of such audit or litigation no taxes are remitted, the actual date of payment within such specified period shall be within the sole discretion end of the Company, and calendar year next following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment is made. otherwise applicable under this Agreement, In addition, to the event a payment period straddles two consecutive calendar yearsextent subject to Section 409A, the payment right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit, notwithstanding any contrary provision of this Agreement. (h) To the extent the Company is required pursuant to this Agreement to provide continued employee benefits following termination of employment, the provision of such benefits shall be made structured in a manner that complies with Section 409A. Any offset of the Company’s obligation to provide benefits under this Agreement as a result of the provision of benefits pursuant to a subsequent employer’s benefit plans, and any offset of the Company’s obligation to provide severance or termination pay under other agreements or arrangements as a result of the provision of pay and benefits under this Agreement, shall be structured in a manner that does not result in a change in the later time or form of such calendar years;payment of non-qualified deferred compensation that violates Section 409A. (di) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed The Executive consents to be a separate payment bound by the terms of the Supplemental Retirement Income Benefit Plan as amended by the Company for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.”

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”), and the parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A of the Code and in 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Grantee on account of non-compliance Section 409A or damages for failing to comply with Section 409A 409A. A termination of the Code. Notwithstanding Executive’s employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Granteetime of Executive’s termination of employment, and the Grantee “separation from service” Executive is a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of Executive’s “separation from service”. Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This Agreement (a) It is intended to comply that this Agreement be drafted and administered in compliance with Section 409A of the Code, including, but not limited to, any future amendments to Section 409A of the Code, and any other Internal Revenue Service or other governmental rulings or interpretations (“IRS Guidance”) issued pursuant to Section 409A of the Code so as not to subject the Executive to payment of interest or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding any additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoingIn furtherance thereof, the Company makes no representations if payment or provision of any amount or benefit hereunder that the payment and benefits provided under this Agreement comply with is subject to Section 409A of the Code and in no event shall at the Company 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 of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be time specified herein would subject to the following: (a) no such amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined additional tax under Section 409A of the Code) at , the time the Grantee becomes entitled to any such payment or benefit, and provided further that provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit does not otherwise qualify for an applicable exemption from could be made without incurring such additional tax. In addition, to the extent that any IRS Guidance issued under Section 409A of the Code would result in the Executive being subject to the payment of interest or any additional tax under Section 409A of the Code, then no such payment or benefit will be paid or commenced the parties agree to be paid to the Grantee under amend this Agreement until as required by law in order to avoid the date that is the earlier to occur imposition of (i) the Grantee’s death any such interest or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date additional tax under Section 409A of the terminationCode, which amendment shall have the minimum economic effect necessary and any remaining compensation and benefits due under be reasonably determined in good faith by the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, Company and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is madeExecutive. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for For purposes of Section 409A of the Code; and (e) , each payment of any severance pursuant to Article III shall be treated a separate payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any compensation amounts or benefit may not benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code and IRS Guidance). Notwithstanding the foregoing, nothing contained herein shall be accelerated except construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus, any severance amount), is or will be found to comply with the requirements of Section 409A of the Code or any other regulations or guidance issued thereunder. The Executive shall be solely responsible for determining the tax consequences to him of the payments made pursuant to this Agreement, including, without limitation, any possible tax consequences under Section 409A of the Code. (b) To the extent (i) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s separation from service with the Company constitute deferred compensation subject to Section 409Aof the Code; (ii) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (iii) at the time of the Executive’s separation from service, the Company is publicly traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the CodeCode to be paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 5.11 shall be paid to the Executive or the Executive's beneficiary in one lump sum.

Section 409A. (i) It is intended that any amounts payable under this Agreement shall be exempt from and avoid the imputation of any tax, penalty or interest under Section 409A to the fullest extent permissible under applicable law; provided that if any such amount is or becomes subject to the requirements of Section 409A, it is intended that those amounts shall comply with such requirements. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner consistent with that intent. In furtherance of that intent, if payment or provision of any amount or benefit hereunder that is consistent with subject to Section 409A at the requirements for avoiding time specified herein would subject such amount or benefit to any additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing409A, the Company makes no representations that payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment and benefits provided under this Agreement comply with Section 409A or provision of the Code and in such amount or benefit could be made without incurring such additional tax. In no event event, however, shall the Company be liable for all or any portion of any taxes, penaltiestax, interest or other expenses that may be incurred by the Grantee penalty imposed on account of non-compliance Executive under Section 409A or any damages for failing to comply with Section 409A 409A. (ii) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee .” If Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i) as that term is defined under Section 409A of the Code) at the time the Grantee becomes Separation Date, Executive shall not be entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify pursuant to this Agreement that constitutes nonqualified deferred compensation for an applicable exemption from purposes of Section 409A and that is payable upon a separation from service (within the meaning of Section 409A) until the Codeearlier of (A) the date which is six (6) months after his separation from service for any reason other than death, then no such payment or benefit will (B) the date of Executive’s death; provided that this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s separation from service that are not so paid by reason of this Section 5(h)(ii) shall be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (iwithout interest) the Grantee’s death or as soon as practicable (iiand in any event within thirty (30) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on calendar days) after the date that is six (6) months after Executive’s separation from service (provided that in the event of Executive’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and one day following in all events within thirty (30) calendar days, after the effective date of Executive’s death). (iii) Any reimbursement payment or in-kind benefit due to Executive pursuant to Sections 3 or 4, to the terminationextent that such reimbursements or in-kind benefits are taxable to him, and any remaining compensation and benefits due under the Agreement shall be paid on or provided as otherwise set forth herein;before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Sections 3 or 4 are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year. (civ) whenever For purposes of Section 409A, Executive’s right to receive any installment payments hereunder shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., payment shall be made within thirty (30) calendar days following the Separation Date), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Performance Units (including any dividend equivalent rights related thereto) to be made to the Participant pursuant to this Agreement is intended to comply with qualify as a “short-term deferral” pursuant to Section 409A 1.409A-1(b)(4) of the Code or an exemption thereunder Regulations and this Agreement shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties consistently therewith. However, under Section 409A certain circumstances, settlement of the Code. Notwithstanding the foregoingPerformance Units or any dividend equivalent rights may not so qualify, and in that case, the Company makes no representations that Committee shall administer the payment grant and benefits provided under this Agreement comply with Section 409A settlement of the Code such Performance Units and any dividend equivalent rights 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 Grantee on account of non-strict compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement Further, notwithstanding anything herein to the contrary, any compensation or benefit payable hereunder that constitutes if at the time of a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Participant’s termination of employment or services from with the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), Corporation and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result ofits Subsidiaries, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such payment termination of service is necessary in order to prevent the imposition of any accelerated or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Corporation will defer the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee under this Agreement until the date that is the earlier to occur of (iParticipant) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the effective Participant’s termination of employment with the Corporation (or the earliest date as is permitted under Section 409A of the terminationCode), and any remaining compensation and benefits due if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion Section 409A of the Company, Code and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Corporation or Successor. Each payment of Performance Units (and related dividend equivalent units) constitutes a “separate payment payment” for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Notwithstanding anything to the contrary in this Agreement, any severance payments or benefits under this Agreement is intended to comply with Section 409A of that would be considered deferred compensation (the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties “Deferred Payments”) under Section 409A of the Code. Notwithstanding U.S. Internal Revenue Code of 1986 (as it has been and may be amended from time to time) and any regulations and guidance that has been promulgated or may be promulgated from time to time thereunder and any state law of similar effect (collectively “Section 409A”) will not be paid until the foregoing, Employee has experienced a “Separation from Service” within the Company makes no representations that the payment and meaning of Section 409A. The severance benefits provided under this Agreement comply with are intended to satisfy the exemptions from application of Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation provided under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under U.S. Treasury Regulation Section 1.409A-1(hRegulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and references in the Agreement to “termination”1.409A-1(b)(9), “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made uponas applicable. However, or as a result of, the Grantee’s termination of employment, if such exemptions are not available and the Grantee Employee is a “specified employee” (as that term is defined under within the meaning of Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the CodeEmployee’s Separation from Service, then no such payment or benefit then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the Deferred Payments that would otherwise be due to the Employee under this Agreement will accrue and will be paid or commenced to be paid to the Grantee under this Agreement until in a lump sum payment on the date that is the earlier to occur of (i) six (6) moths and one (1) day following the Granteedate of the Employee’s death Separation from Service or (ii) six months and one day following the GranteeEmployee’s termination of employment death (such rule, the “Six Month Delay PeriodRule”). Any payments which All subsequent Deferred Payments following the Grantee would otherwise have received during application of the Six Month Delay Period Rule, if any, will be payable in accordance with the payment schedule applicable to each payment. It is the intent for all payments and benefits under this Agreement to be exempt from Section 409A or, if not exempt, to comply with the requirements of Section 409A so that none of the payments and benefits will be subject to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationadditional tax imposed under Section 409A, and any remaining compensation ambiguities or ambiguous terms herein will be interpreted to so comply. Each payment and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment benefit payable under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) is intended to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be constitute a separate payment for purposes of Section 409A 1.409A-2(b)(2) of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeU.S. Treasury Regulations.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “"separation from service” " under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “"termination”", “"termination of employment” " or like terms shall mean a “"separation from service;”" (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s 's termination of employment, and the Grantee is a “"specified employee” " (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “"Delay Period”"). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) If any payment, compensation or other benefit provided to the Employee in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), then no portion of such “nonqualified deferred compensation” shall be paid before the earlier of (i) the day that is six (6) months plus one (1) day after the date of termination or (ii) five (5) days following the Employee’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of termination and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Employee that would not be required to be delayed if the premiums therefor were paid by the Employee, the Employee shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Employee an amount equal to the amount of such premiums paid by the Employee during such six-month period promptly after its conclusion. (b) The Parties hereto acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Employee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of the Code or an exemption thereunder and shall be construed and interpreted in a manner any severance payments payable hereof) so that is consistent with the requirements for avoiding additional taxes or penalties under either (i) Section 409A of the Codewill not apply or (ii) compliance with Section 409A will be achieved. Notwithstanding the foregoing, the Company makes no representations that guarantee of any federal, state or local tax consequences with respect to the payment interpretation of Section 409A and benefits provided its application to the terms of this Agreement, and the Company shall have no liability for any adverse tax consequences of the Employee, as a result of any violation of Section 409A. (c) Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement comply with Section 409A of the Code and shall be paid in no event shall later than the Company 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 end of the Codetaxable year following the taxable year in which the Employee incurs such expense. Notwithstanding With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code of 1986, as amended, solely because such expenses are subject to a limit related to the period the arrangement is in effect. (d) If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation as defined in Treas. Reg. Section 1.409A-1(h), including the default presumptions, and for purposes of any such provision of this Agreement, references in the Agreement to a “resignation,” “termination”, ,” “terminate,” “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement It is intended to comply with Section 409A the intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations parties that the payment and benefits provided under this Agreement comply with Section or be exempt from § 409A and the Treasury regulations and guidance issued thereunder. Accordingly, the parties intend that the provisions of this Agreement be interpreted and operated consistent with such requirements of § 409A in order to avoid the Code and in no event shall application of additive taxes under § 409A to the Company 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 of the Codeextent reasonably practicable. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not be amended in any compensation manner that would cause: (i) this Agreement or benefit any amounts or benefits payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets fail to comply with the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h)§ 409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death extent applicable; or (ii) six months any amounts or benefits payable hereunder that are not subject to § 409A to become subject thereto (unless they also are in compliance therewith), and one day following the Grantee’s termination provisions of employment any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to this Agreement. If Employee is a ‘Specified Employee’ (as defined under § 409A) as of the “Delay Period”). Any payments which date of his ‘Separation from Service’ (as defined under § 409A) as determined by the Grantee would otherwise have received during Company, and any stock of the Delay Period will be payable Company is publicly traded on an established securities market or otherwise, the payment of any amount under this Agreement on account of his Separation from Service that is deferred compensation subject to the Grantee in a lump sum on provisions of § 409A and not otherwise excluded from § 409A, shall not be paid until the date later of the first business day that is six months and one day following after the effective date after Employee’s Separation from Service or the date the payment is otherwise payable under this Agreement (the ‘Delay Period’). Upon the expiration of the terminationDelay Period, all payments and benefits delayed pursuant to this Section 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, without interest, and any remaining compensation and benefits payments due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under . All reimbursements and in-kind benefits provided pursuant to this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (i) the later amounts reimbursed and in-kind benefits provided under this Agreement, other than with respect to medical benefits, during Employee’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (ii) the reimbursement of such calendar years; (d) each separately identified amount and each installment payment to an eligible expense shall be made on or before the last day of Employee’s taxable year following the taxable year in which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and expense was incurred, and (eiii) the payment of any compensation right to reimbursement or an in-kind benefit may is not be accelerated except subject to liquidation or exchange for another benefit.” 12. Except as amended and assigned above, the extent permitted by Section 409A of the CodeEmployment Agreement remains in full force and effect.

Section 409A. (a) This Agreement is intended shall be interpreted to comply with avoid any penalty sanctions under Section 409A of the Internal Revenue Code (the “Code”). If any payment or an exemption thereunder and shall benefit cannot be construed and interpreted in a manner that is consistent with provided or made at the requirements for avoiding additional taxes or penalties time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with For purposes of Section 409A of the Code Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and in the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxespayment, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with except as permitted under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation in no event shall the timing of the Executive’s execution of the Release, directly or benefit payable hereunder indirectly, result in the Executive designating the calendar year of payment, and if a payment that constitutes a deferral is subject to execution of compensation under Code Section 409A the Release could be made in more than one taxable year, payment shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references made in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”later taxable year. (b) in the event that any payment Notwithstanding anything herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result ofif, at the Granteetime of the Executive’s termination of employmentemployment with the Company, Parent or the Company has securities which are publicly traded on an established securities market and the Grantee Executive is a “specified employee” (as that such term is defined under in Section 409A of the Code) at and it is necessary to postpone the time the Grantee becomes entitled commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will postpone the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee Executive) that are not otherwise paid within the “short-term deferral exception” under this Agreement Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on occurs after the date that is six months and one day following the effective Executive’s “separation of service” (as such term is defined under code Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;Executive’s death. (c) whenever a payment All reimbursements and in-kind benefits provided under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made or provided in accordance with the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and , including, where applicable, the requirement that (eA) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (C) the extent permitted by Section 409A reimbursement of an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred and (D) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This It is intended, and this Agreement will be so construed, that any amounts payable under this Agreement shall either be exempt from or comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject the Employee to the payment of interest and/or any tax penalty that may be imposed under Section 409A of the Code. The Company may take any action (including with retroactive effect) that it determines necessary or appropriate to exempt any payment under this Agreement from the application of Section 409A of the Code or to cause any payment to comply with the requirements of Section 409A of the Code. Employee acknowledges and agrees that the Company has made no representation to Employee as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that Employee is intended solely responsible for all taxes due with respect to such compensation and benefits. In addition, to the extent (i) any payments to which Employee becomes entitled under this Agreement in connection with Employee’s termination of employment with the Company constitutes deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then to the extent required to avoid adverse tax treatment under Section 409A of the Code to Employee, such payment or payments shall not be made or commence until the date which is more than six (6) months after the Employee’s Separation from Service or, if earlier, the date of death of the Employee. If the condition of providing a Release by the Employee could cause the payment of any amount or provision of any Benefit subject to such release to be paid or provided in either of two taxable years of the Employee, then to the extent required to avoid adverse tax treatment to Employee under Section 409A of the Code, such amount or benefit shall be paid or provided in the later such taxable year, as necessary to comply with Section 409A of the Code. Neither the Company nor any of its affiliates shall be liable to Employee for any tax, penalty or interest imposed under or with respect to Section 409A of the Code or for reporting in good faith any payment made under this Agreement as an exemption thereunder and shall be construed and interpreted amount includible in a manner that is consistent with the requirements for avoiding additional taxes or penalties gross income under Section 409A of the Code. Notwithstanding the foregoing, Neither the Company makes no representations that the payment and benefits provided under this Agreement comply nor any of its affiliates are hereby providing Employee with any tax advice with respect to Section 409A of the Code or otherwise and in no event shall the Company be liable for all are not hereby making any guarantees or any portion other assurances of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance kind to Employee with Section 409A of the Code. Notwithstanding any provision of this Agreement respect to the contrary, tax consequences or treatment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be amounts paid or commenced to be paid to the Grantee payable under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeAgreement.

Section 409A. This Agreement is intended to be exempt from or comply with Section 409A of the Code or an exemption thereunder (“Section 409A”) and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding anything herein to the contrary, if and to the extent it is determined that the payments and benefits provided under this Agreement fail to satisfy the requirements of the “short-term deferral” exemption from application of Section 409A and are otherwise deferred compensation subject to Section, and if the Participant is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) as of the date of the Participant’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares of Common Stock that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum no earlier than the date that is six (6) months and one day after the date of the separation from service, but only if such delay in the issuance of the shares is necessary to avoid the imposition of additional taxation on Participant in respect of the issuance of shares of Common Stock under Section 409A. The Company reserves the right, to the extent the Company deems appropriate or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all payments and benefits provided for under this Agreement are made in a manner that qualifies for exemption from or complies with the requirements of Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement are exempt from or comply with Section 409A of the Code 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 Grantee Participant on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes of Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or penalties desirable to conform to or otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the Code. Notwithstanding the foregoingprovisions of Section 409A, the Company makes no representations that the payment and benefits provided under remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. A termination of the Code and in no event Employee’s employment hereunder shall the Company not be liable deemed to have occurred for all or any portion purposes of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to providing for the contrary, payment of any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable constituting “deferred compensation” under Section 409A upon or following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in .” In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Employer would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the Grantee or any benefit hereunder is made uponmeaning of Section 409A and, or as a result of, at the Granteetime of Employee’s termination of employment, and the Grantee “separation from service” Employee is a “specified employee” (as that term is defined under within the meaning of Section 409A 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the Code) at the time the Grantee becomes entitled to any such date of Employee’s “separation from service”. Each payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee made under this Agreement until shall be designated as a “separate payment” within the date that is the earlier to occur meaning of (i) the Grantee’s death or (ii) six months Section 409A. All reimbursements and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and in-kind benefits due provided under the this Agreement shall be paid made or provided as in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Employee shall in no event be paid later than the end of the calendar year next following the calendar year in which Employee incurs such expense or pays such related tax. Unless otherwise set forth herein; (c) whenever a payment permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement specifies a payment period, the actual date of payment within such specified period shall not be within the sole discretion of the Company, subject to liquidation or exchange for another benefit and the Grantee amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall have no right (directly not affect the expenses eligible for reimbursement, or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, respectively, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section permitted by Code § 409A of the Code, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Code § 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the foregoingcontrary, if required by Code § 409A, if the Company makes no representations that the Executive is considered a “specified employee” for purposes of Code § 409A and if payment and benefits provided of any amounts under this Agreement comply with Section 409A is required to be delayed for a period of six months after separation from service pursuant to Code § 409A, payment of such amounts shall be delayed as required by Code § 409A, and the accumulated amounts shall be paid in a lump-sum payment within ten days after the end of the Code and in no event shall six-month period. If the Company be liable for all or any portion Executive dies during the postponement period prior to the payment of any taxesbenefits, penalties, interest or other expenses that may be incurred by the Grantee amounts withheld on account of non-compliance with Section Code § 409A shall be paid to the personal representative of the CodeExecutive’s estate within 60 days after the date of the Executive’s death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Code § 409A. For purposes of Code § 409A, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A in no event shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A timing of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A Executive’s execution of the CodeRelease, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) , result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to determine the year in which such payment is made. In the event Code § 409A, and if a payment period straddles two consecutive calendar yearsthat is subject to execution of the Release could be made in more than one taxable year, the payment shall be made in the later of such calendar years;taxable year. (dc) each separately identified All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code § 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount and each installment payment of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the Grantee expense is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and incurred, and (eiv) the payment of any compensation right to reimbursement or benefit may in-kind benefits is not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code ("Section 409A"), and the parties hereby agree to amend this Agreement as and when necessary or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes desirable to conform to or penalties otherwise properly reflect any guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A. A termination of your employment hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting "deferred compensation" under Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." In the event that any payment or benefit made hereunder or under any compensation plan, program or arrangement of the Code. Notwithstanding Employer would constitute payments or benefits pursuant to a non-qualified deferred compensation plan within the foregoingmeaning of Section 409A and, at the Company makes no representations that time of your "separation from service" you are a "specified employee" within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of your "separation from service." Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement comply shall be made or provided in accordance with the requirements of Section 409A of to the Code and extent that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event shall be paid later than the Company 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 end of the Codecalendar year next following the calendar year in which you incur such expense or pay such related tax. Notwithstanding any provision of Unless otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall not be subject to liquidation or exchange for another benefit and the following: (a) no amount of expenses eligible for reimbursement, or benefit that is payable upon a termination of employment in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or services from the Company shall in-kind benefits to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h)provided, and references respectively, in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in any other taxable year. In the event that any payment payment(s) from the Employer to you is conditioned upon your execution and non-revocation of a general release of claims in favor of the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employmentEmployer, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled period you have to any sign and/or revoke such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles release spans two consecutive calendar years, the payment shall be made Employer will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the later beginning of such second calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This It is the intention of HRG and Employee that this Agreement is comply with the requirements of Section 409A of the Internal Revenue Code, and this Agreement will be interpreted in a manner intended to comply with or be exempt from Section 409A. HRG and Employee agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Employee in connection with this Agreement (including any taxes and penalties under Section 409A), and neither HRG nor any affiliate shall have any obligation to indemnify or otherwise hold Employee (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in this agreement to the contrary, in the event that Employee is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Employee prior to the date that is six (6) months after the date of Employee’s “separation from service” (as defined in Section 409A) or, if earlier, Employee’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A, each of the Code or an exemption thereunder payments that may be made under this agreement are designated as separate payments. For purposes of this agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be construed interpreted and interpreted applied in a manner that is consistent with the requirements for avoiding additional taxes or penalties under of Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement relating to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. (a) This Agreement is not intended to comply with constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, if and to the extent that: (i) any payment or benefit is determined by the Company makes no representations that the to constitute “non-qualified deferred compensation” subject to Section 409A; (ii) such payment and benefits provided or benefit under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement otherwise is provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, Executive and the Grantee Executive is a “specified employee” (within the meaning of Section 409A and as that term is defined determined pursuant to procedures established by the Company); and (iii) such payment or benefit must be delayed for six months from the Executive’s Date of Termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and not cause the Executive to incur any additional tax under Section 409A of 409A, then the Code) at the time the Grantee becomes entitled to Company will delay making any such payment or benefitproviding such benefit until the expiration of such six month period. Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon a “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)). If the Executive dies within six months following such separation from service, any such delayed payments or benefits shall not be further delayed, and shall be immediately payable to his estate in accordance with the applicable provisions of this Agreement. (b) Notwithstanding anything to the contrary herein, any payment or benefit under Section 5 or otherwise that is exempt from Section 409A pursuant to Treas. Reg. 1.409A-1(b)(9)(v)(A), (B) or (C) shall be paid or provided to the 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 the Executive following the taxable year of the Executive in which the “separation from service” occurs; and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A expenses are reimbursed no later than the last day of the Codethird taxable year following the taxable year of the Executive in which the “separation from service” occurs. For purposes of this Section 20(b), then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until taxable year of the date that Executive’s “separation from service” is the earlier to occur of (i) year determined in accordance with the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;Code. (c) whenever a payment Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement specifies a payment periodis determined to be subject to Section 409A, the actual date amount of payment within any such specified period 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 taxable year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be within reimbursed after the sole discretion last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which the Executive incurred such payment is made. In expenses, and in no event shall any right to reimbursement or the event a payment period straddles two consecutive calendar years, the payment shall provision of any in-kind benefit be made in the later of such calendar years;subject to liquidation or exchange for another benefit. (d) For the purposes of this Agreement, each separately identified amount and each installment payment made pursuant to which the Grantee is entitled to payment Section 5(b), 5(c)(iv) or 5(v) shall be deemed to be separate payments, and amounts payable under Section 5 shall be deemed not to be a separate payment for purposes “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 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 the Code; andTreas. Reg. Section 1.409A-1 through A-6. (e) For purposes of applying the payment provisions of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of the CodeSection 409A. In addition, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Section 409A, including Treas. Reg. Section 1.409A-2(b)(2)(iii).

Section 409A. This Agreement is intended to comply with Section 409A of the Code with, or an exemption thereunder and shall otherwise be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under exempt from, Section 409A of the Code. Notwithstanding the foregoingThis Agreement shall be administered, the Company makes no representations that the payment interpreted, and benefits provided under this Agreement comply with Section 409A of the Code and construed 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 Grantee on account of non-compliance a manner consistent with Section 409A of the Code. Notwithstanding Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), by the Company, with the consent of Employee, in such manner as the Company and Employee agree reasonably and in good faith to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A. Notwithstanding anything herein to the contrary, (a) if at the time of Employee’s termination of employment, Employee is a “specified employee” as defined in Section 409A and the deferral of the commencement of any compensation payments or benefit benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided by the Company) until the date that constitutes a deferral is six months following the date of compensation Employee’s termination of employment (or the earliest date as is permitted under Code Section 409A 409A), (b) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, then such payments or other benefits shall be subject deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the following: extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax, (ac) to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no amount or benefit that is payable upon a payment shall be due to Employee under this Agreement based on termination of employment or services from the Company shall until Employee would be payable unless such termination also meets the requirements of considered to have incurred a “separation from service” under Treasury Regulation from the Company within the meaning of Section 1.409A-1(h)409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (bd) in the event that any payment to the Grantee or any benefit hereunder is made uponextent permitted by Code Section 409A, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled each amount to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid provided to the Grantee under Employee pursuant to this Agreement until the date that is the earlier Agreement, which constitutes deferred compensation subject to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationSection 409A, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A 409A. Employee shall not have any right to determine a date of the Code; and (e) the payment of any compensation amount under this Agreement. To the extent required to avoid an accelerated or benefit additional tax under Section 409A, amounts reimbursable to Employee under this Agreement, if any, shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year, and the right to reimbursement (and in-kind benefits provided to Employee) under this Agreement shall not be accelerated except subject to liquidation or exchange for another benefit. Employee acknowledges and understands that neither the extent permitted by Company nor any employee or agent of the Company has provided Employee any tax advice regarding this Agreement, amounts payable under this Agreement, or Section 409A and that the Company has urged Employee to seek advice from Employee’s own tax advisor regarding the tax consequences of the Codethis Agreement to Employee.

Section 409A. This It is intended that this Agreement will comply with Section 409A of the Code, to the extent the Agreement is intended subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Code, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Code. Notwithstanding parties to the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Codeextent reasonably possible. Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, any compensation and except as otherwise provided in this Agreement, if a payment or benefit payable hereunder that constitutes a deferral is to be paid upon the Officer’s Date of compensation under Code Section 409A Termination or termination, then such payment shall be subject to delayed until the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of Officer has experienced a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that such term is defined under Section 409A of the Code); provided, however, that if a payment or benefit is considered to be a deferral of compensation subject to Section 409A of the Code and the Officer is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) at of the time the Grantee becomes entitled Code, then with regard to any such payment or benefitthe provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Officer’s “separation from service” (as such term is defined in U.S. Treasury Regulations issued under Section 409A of the Code), then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Granteedate of the Officer’s termination of employment death (the “Delay Period”). Any payments which As soon as practicable following the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Officer in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period. Notwithstanding the foregoing, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted that the foregoing applies to the provision of any ongoing welfare benefits to the Officer that would not be required to be delayed if the premiums therefore were paid by Section 409A the Officer, the Officer shall pay the full costs of premiums for such welfare benefits during the CodeDelay Period and the Company shall pay the Officer an amount equal to the amount of such premiums paid by the Officer during the Delay Period within thirty (30) days after the conclusion of such Delay Period.

Section 409A. This Agreement is intended to comply with Section 409A The Company makes no representations or warranties regarding the tax implications of the Code or an exemption thereunder compensation and shall benefits to be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties paid to you under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations (“Section 409A”). Notwithstanding It is the foregoing, intention of the Company makes no representations parties hereto that the payment and benefits provided payments under this Agreement comply with Section 409A of the Code and be interpreted to be exempt from or 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 Grantee on account of non-compliance with Section 409A and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. To the extent any payments of money or other benefits due to you under this Agreement could cause the Codeapplication of an acceleration or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax. Notwithstanding any provision of All references in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of your employment or services from the Company shall be payable unless such termination also meets the requirements of a “mean your separation from service” under Treasury Regulation service within the meaning of Section 1.409A-1(h), and references in the Agreement 409A. With respect to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment payments due to the Grantee or any benefit hereunder is made upon, or you as a result of, of the Grantee’s termination of your employment, if necessary to comply with Section 409A, and if you are deemed on the Grantee is date of termination to be a “specified employee” (as within the meaning of that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will payments shall be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of made as follows: (i) no payments shall be made for a six-month period following the Grantee’s death or date of termination and (ii) six months and one day following an amount equal to the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee aggregate sum that would have been otherwise have received payable during the Delay Period will initial six-months period shall be payable to the Grantee paid in a lump sum on the date that is six (6) months and plus one (1) day following the effective date of termination. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the terminationlast day of your taxable year following the taxable year in which the expense was incurred by you. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, and as the case may be, under this Agreement during any remaining compensation and calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. For the avoidance of doubt, any payment due under this Agreement within a period following the termination of your employment or other event shall be made on a date during such period as determined by the Company in its sole discretion. Each payment made under this Agreement shall be paid or provided designated as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be “separate payment” within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered under Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each party shall treat each installment payment provided under this Agreement as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be is not liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Executive for non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”. (b) in the event that Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the Grantee or any benefit hereunder meaning of Section 409A of the Code and Executive is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is determined to be a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at , then the time the Grantee becomes entitled to any such payment or benefit, and provided further that Company shall not provide such payment or benefit until the first payroll date to occur following the six-month anniversary of the Qualifying Termination or, if earlier, on Executive's death (the “Specified Employee Payment Date”). The Company shall pay the aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which Executive's separation from service occurs to Executive in a lump sum on the Specified Employee Payment Date and thereafter, the Company shall pay any remaining amounts without delay under their original schedule. Notwithstanding any other provision of this Agreement, if any payment or benefit is conditioned on Executive's execution of a Release, the Company shall include in the first payment all amounts that would otherwise have been paid to Executive during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed. Notwithstanding any other provision of this Agreement, if a Qualifying Termination occurs during the six-month period before the first occurrence of a Change in Control, Benefit Continuation reimbursement does not begin until after the Change in Control occurs and the first Benefit Continuation reimbursement shall include all amounts that would otherwise qualify for an applicable exemption from have been paid to Executive during the period beginning on the date Executive's employment with the Company terminates and ending on the payment date if no delay had been imposed. (c) To the extent required by Section 409A of the Code, then no such payment each reimbursement or in-kind benefit will be paid or commenced to be paid to the Grantee provided under this Agreement until shall be provided in accordance with the date that is the earlier to occur of following: (i) the Grantee’s death expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable any right to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and reimbursements or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly is not subject to liquidation or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment exchange for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeanother benefit.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Participant on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any provision of anything in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code this Agreement may be amended, as reasonably requested by the Company, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. A termination of Continuous Service shall not be subject deemed to have occurred for purposes of any provision of this Agreement providing for the following: (a) no amount payment of any amounts or benefit benefits that is payable constitute nonqualified deferred compensation upon or following a termination of employment or services from the Company shall be payable Continuous Service unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, termination of Continuous Service,” “termination of employment,” or like terms shall mean a “separation from service;” (b) .” Notwithstanding anything to the contrary in the event that any Agreement, if Participant is deemed a "specified employee" within the meaning of Section 409A, as determined by the Committee, at a time when Participant becomes eligible for settlement or payment to of the Grantee or any benefit hereunder is made upon, or Performance Restricted Stock Units as a result ofof their Separation from Service, then to the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined extent necessary to prevent any accelerated or additional tax under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such settlement or payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement delayed until the date that is the earlier to occur of of: (ia) the Grantee’s death or (ii) six months and one business day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months following Participant’s Separation from Service and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (cb) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeParticipant’s death.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent 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 requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Executive on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any other provision of this Agreement Agreement, if any payment or benefit provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Executive in connection with her termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall be payable unless such termination also meets the requirements meaning of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, 409A and the Grantee Executive is determined to be a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit409A(a)(2)(b)(i), and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be paid until the first payroll date to occur following the six-month anniversary of the Code, then no such payment or benefit will be Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid or commenced to before the Specified Employee Payment Date shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months Specified Employee Payment Date and one day following the effective date of the terminationthereafter, and any remaining compensation and benefits due under the Agreement payments shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year without delay in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeaccordance with their original schedule.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance accordance with Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments provided under this Agreement to the contrary, any compensation or benefit payable hereunder may only be made upon an event and in a manner that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under complies with Section 409A of the Code) at the time the Grantee becomes entitled to any such payment Code or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code, then no such payment Code either as separation pay due to an involuntary separation from service or benefit will as a short-term deferral shall be paid or commenced to be paid excluded from Section 409A of the Code to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”)maximum extent possible. Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for For purposes of Section 409A of the Code; and (e) the , each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of any compensation or benefit may not employment shall only be accelerated except to the extent permitted by made upon a "separation from service" under Section 409A of the Code. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and the Employee is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and thereafer, any remaining payments shall be paid without delay in accordance with their original schedule.

Section 409A. This (a) The intent of the parties is that payments and benefit under this Separation Agreement is intended to comply with or be exempt from Section 409A of and, accordingly, to the Code or an exemption thereunder and maximum extent permitted, this Separation Agreement shall be construed and interpreted to be in a manner that is consistent with compliance therewith or exempt therefrom, as applicable. If any other payments of money or other benefits due to the requirements for avoiding Employee hereunder could cause the application of an accelerated or additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations may (i) adopt such amendments to the Separation Agreement, including amendments with retroactive effect, that the payment and Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided under this by the Separation Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of this Separation Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A of the Code and in no event shall the Company be liable for all upon 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 of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Separation Agreement relating to any such payments or benefits, and references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid provided prior to the Grantee under this Agreement until the date that which is the earlier to occur of (iA) the Granteeexpiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 19(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Employee in a lump sum on the date that is six months and one first business day following the effective date of the terminationDelay Period, and any remaining compensation payments and benefits due under the this Separation Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (ci) whenever All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event any reimbursements that are non-qualified deferred compensation subject to Section 409A of the Code shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Separation Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Separation Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and. (e) Nothing contained in this Separation Agreement shall constitute any representation or warranty by the payment Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any compensation additional income tax, interest or benefit may penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not be accelerated except have any liability to the extent permitted by Section 409A of the CodeEmployee with respect thereto.

Section 409A. This Agreement If the Participant is a resident of the United States, the Units and any shares of Common Stock issuable in connection therewith are intended to qualify for an exemption from or comply with Section 409A of 409A. Notwithstanding any other provision in this Agreement and the Code Plan to the contrary, the Company, to the extent it deems necessary or an advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Units qualify for exemption thereunder and shall be construed and interpreted in a manner from or comply with Section 409A; provided, however, that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement Units will be exempt from or comply with Section 409A of the Code and in makes 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 Grantee on account of non-compliance with undertaking to preclude Section 409A of from applying to the CodeUnits. Notwithstanding any No provision of this Agreement will be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Participant any other individual to the contraryCompany. By executing this Agreement, the Participant agrees to waive any compensation claim against the Company with respect to any such tax consequences. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit payable hereunder that constitutes a deferral of compensation under Code this Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A shall be subject and is payable to the following: Participant by reason of the Participant’s termination of employment, then (a) no amount such payment or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets made or provided to the requirements of Participant only upon a “separation from service” as defined for purposes of Section 409A under Treasury Regulation Section 1.409A-1(h), applicable regulations and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in if the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Participant is a “specified employee” (within the meaning of Section 409A and as that term determined by the Company) and a payment delay is defined required to avoid additional tax under Section 409A of the Code409A(a)(1)(B) at the time the Grantee becomes entitled to or any such payment other taxes or benefitpenalties imposed under Section 409A, and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on provided before the date that is six months and one day following after the effective date of the termination, and any remaining compensation and benefits due Participant’s separation from service. Each payment under the this Agreement shall will be paid or provided treated as otherwise set forth herein; (c) whenever a separate payment under Section 409A. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days, the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) The intent of the parties is that payments and benefit under this Separation Agreement is intended to comply with or be exempt from Section 409A of and, accordingly, to the Code or an exemption thereunder and maximum extent permitted, this Separation Agreement shall be construed and interpreted to be in a manner that is consistent with compliance therewith or exempt therefrom, as applicable. If any other payments of money or other benefits due to the requirements for avoiding Employee hereunder could cause the application of an accelerated or additional taxes or penalties tax under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations may (i) adopt such amendments to the Separation Agreement, including amendments with retroactive effect, that the payment and Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided under this by the Separation Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of this Separation Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A of the Code and in no event shall the Company be liable for all upon 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 of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable employment, unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Separation Agreement relating to any such payments or benefits, and references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee,” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment be made or benefit will be paid or commenced to be paid provided prior to the Grantee under this Agreement until the date that which is the earlier to occur of (iA) the Granteeexpiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 18(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Employee in a lump sum on the date that is six months and one first business day following the effective date of the terminationDelay Period, and any remaining compensation payments and benefits due under the this Separation Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein;. (ci) whenever All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event any reimbursements that are non-qualified deferred compensation subject to Section 409A of the Code shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (d) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Separation Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Separation Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and. (e) Nothing contained in this Separation Agreement shall constitute any representation or warranty by the payment Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any compensation additional income tax, interest or benefit may penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not be accelerated except have any liability to the extent permitted by Section 409A of the CodeEmployee with respect thereto.

Section 409A. This Agreement is Agreement, and the deferral election attached hereto as Appendix 1, are intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement or any deferral election comply with Section 409A of the Code 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 Grantee Participant on account of non-compliance with Section 409A. Notwithstanding anything in this Agreement or any deferral election to the contrary, this Agreement or any deferral election may be amended, as reasonably requested by the Company, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. A termination of the Code. Notwithstanding Continuous Service shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any amounts or benefits that constitute nonqualified deferred compensation upon or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon following a termination of employment or services from the Company shall be payable Continuous Service unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, termination of Continuous Service,” “termination of employment,” or like terms shall mean a “separation from service;” (b) .” Notwithstanding anything to the contrary in the event that any Agreement, if Participant is deemed a "specified employee" within the meaning of Section 409A, as determined by the Committee, at a time when Participant becomes eligible for settlement or payment to of the Grantee or any benefit hereunder is made upon, or Performance Restricted Stock Units as a result ofof their Separation from Service, then to the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined extent necessary to prevent any accelerated or additional tax under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such settlement or payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement delayed until the date that is the earlier to occur of of: (ia) the Grantee’s death or (ii) six months and one business day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months following Participant’s Separation from Service and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (cb) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeParticipant’s death.

Section 409A. This (i) If any provision of this Agreement is intended (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or any regulations or Treasury guidance promulgated thereunder, the Company shall reform such provision to comply with Section 409A of the Code or an exemption thereunder Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and shall be construed and interpreted in a manner that is consistent with economic benefit to the requirements for avoiding additional taxes or penalties under Employee of the applicable provision without violating the provisions of Section 409A of the Code. . (ii) Notwithstanding any provision to the foregoingcontrary in this Agreement, if the Company makes no representations that date of any payment or the payment and benefits provided commencement of any installment payments payable under this Agreement comply with must be delayed for six months in order to meet the requirements of Section 409A 409A(a)(2)(B) of the Code and in no event applicable to “specified employees”, then any such payment or payments shall not be made or provided (subject to the Company be liable for all or any portion last sentence hereof) prior to the earlier of any taxes, penalties, interest or other expenses that may be incurred by (A) the Grantee on account of non-compliance with Section 409A expiration of the Codesix month period measured from the date of the Employee’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (B) the date of the Employee’s death (the “Delay Period”). Notwithstanding Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 15(d) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Code Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” .” (iv) (a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the event that expenses eligible for reimbursement in any payment other taxable year; and (c) the right to the Grantee reimbursement or any benefit hereunder is made upon, in-kind benefits shall not be subject to liquidation or as a result ofexchanged for another benefit. (v) For purposes of Code Section 409A, the GranteeEmployee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled right to receive any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced installment payments pursuant to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided treated as otherwise set forth herein; (c) whenever a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within such the specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement Award is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an available exemption thereunder therefrom. However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Committee determines that the Performance Shares (or any portion thereof) may not be compliant with or exempt from Section 409A, the Committee may work in good faith with the Grantee (without any obligation to do so or to indemnify or to be responsible for damages to the Grantee or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and shall procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to provide for the Performance Shares to either be construed and interpreted in a manner that is consistent exempt from the application of Section 409A or comply with the requirements for avoiding additional taxes or penalties under of Section 409A 409A; provided, however, that nothing herein shall create any obligation on the part of the Code-6- Company to adopt any such amendment or take any other action. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement anything herein to the contrary, any compensation or benefit payable no payment hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject made to the following: Grantee during the six (a) no amount or benefit that is payable upon a termination of employment or services from 6)-month period following the Company shall be payable unless such termination also meets the requirements of a Grantee’s “separation from service” under Treasury Regulation (within the meaning of Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b409A) in the event that any payment to the Grantee or extent that the Company determines that paying such amounts at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any benefit hereunder such amounts is made upon, or delayed as a result ofof the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s termination of employmentdeath), and the Company shall pay the Grantee is a “specified employee” (as the cumulative amounts that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not would have otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be been payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment during such period, without interest. For the actual date avoidance of payment within such specified period shall be within the sole discretion of the Companydoubt, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by that any Performance Shares are “nonqualified deferred compensation” within the meaning of Section 409A 409A, the settlement of Performance Shares hereunder upon a Change in Control shall only occur to the extent that such Change in Control is also a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the Codeassets of a corporation” within the meaning of Section 409A(a)(2)(A)(v).

Section 409A. This Award Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent accordance with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of in this Award Agreement to the contrary, any if a payment is deemed to be deferred compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will may only be paid or commenced to be paid to the Grantee made under this Award Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months upon an event and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent manner permitted by Section 409A of the Code. If a payment is not made by the designated payment date under this Award Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event may the Participant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this award Agreement, references to a “termination,” “termination of employment,” “Termination of Service” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Award Agreement, no amounts payable to the Participant under this Award Agreement shall be paid to the Participant prior to the expiration of the 6-month period following the Participant’s “separation from service” if the Company determines that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such 6-month period, the Company shall pay the Participant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such 6-month period.

Section 409A. This Agreement is intended Notwithstanding anything herein to comply with Section 409A the contrary, (i) if at the time of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent your termination of employment with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoingCompany, the Company makes no representations that the payment and benefits provided under this Agreement comply with you are a “specified employee” as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, “Section 409A”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in no event shall order to prevent any accelerated or additional tax under Section 409A, then the Company be liable for all or any portion will defer the commencement of the payment of any taxes, penalties, interest such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the first business day to occur following the date that is six (6) months following your termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) if any other payments of money or other expenses that may benefits due to you hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be incurred deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Grantee on account of non-compliance with Section 409A Company’s Board of the CodeDirectors, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 15 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 15 without any interest thereon. The Company shall consult with you in good faith regarding the implementation of this Section 15; provided, that neither the Company nor any of its employees or representatives shall have any liability to you with respect thereto. Notwithstanding anything to the contrary herein, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, any compensation payment of amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “resignation,” “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any . For purposes of Section 409A, each payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until shall be designated as a “separate payment” within the date that is meaning of the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable Section 409A. Notwithstanding anything to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationcontrary herein, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A 409A, (A) the amount of expenses eligible for reimbursement or in-kind benefits provided to you during any calendar year will not affect the amount of expenses eligible for reimbursement or in- kind benefits provided to you in any other calendar year; (B) the reimbursements for expenses for which you are entitled to be reimbursed shall be made on or before the last day of the Codecalendar year following the calendar year in which the applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent 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 requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Executive on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any other provision of this Agreement Agreement, if any payment or benefit provided to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Executive in connection with his termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall be payable unless such termination also meets the requirements meaning of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, 409A and the Grantee Executive is determined to be a “specified employee” (as that term is defined under in Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit409A(a)(2)(b)(i), and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A be paid until the first payroll date to occur following the six-month anniversary of the Code, then no such payment or benefit will be Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid or commenced to before the Specified Employee Payment Date shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationSpecified Employee Payment Date and, and thereafter, any remaining compensation and benefits due under the Agreement payments shall be paid without delay in accordance with their original schedule. Any amount that the Executive is entitled to be reimbursed under this Agreement (a) will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, (b) any right to reimbursement or provided as otherwise set forth herein; in kind benefits will not be subject to liquidation or exchange for another benefit, and (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion amount of the Company, and expenses eligible for reimbursement during any taxable year will not affect the Grantee shall have no right (directly or indirectly) to determine the year amount of expenses eligible for reimbursement in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This Agreement a. It is intended to comply with Section 409A the intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement shall comply with with, or be exempt from, Section 409A of the Code and applicable regulations and guidance thereunder (collectively, “Section 409A”) and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with, or be exempt from, Section 409A. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred by imposed on the Grantee on account of non-compliance by Section 409A or for any damages for failing to comply with Section 409A. b. For purposes of Section 409A of the Code. Notwithstanding any provision of this Agreement and to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code extent Section 409A shall be subject is applicable to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made uponhereunder, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled right to receive any such installment payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced pursuant to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided treated as otherwise set forth herein;a right to receive a series of separate and distinct payments. (c) whenever c. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within 2 1/2 months following the date specified in Section 2” or “payment shall be made no event later than March 15 of the calendar year following the calendar year in which vesting occurs”), the actual date of payment within such the specified period shall be within the Company’s sole discretion discretion. d. If Grantee is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the CompanyCode, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment any amounts to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of under this Agreement that constitute “non-qualified deferred compensation” payable on “separation from service” under Section 409A and would otherwise be payable prior to the earlier of (1) the 6-month anniversary of the Code; and Employee’s date of termination and (e2) the payment date of any compensation or benefit may the Employee’s death (the “Delay Period”) shall instead be paid in a lump sum immediately upon (and not be accelerated except before) the expiration of the Delay Period to the extent permitted by required under Section 409A of the Code.409A.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee Participant on account of non-compliance with Section 409A of the Code. 409A. Notwithstanding any provision of anything in this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code this Agreement may be amended, as reasonably requested by the Company, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder. A termination of Continuous Service shall not be subject deemed to have occurred for purposes of any provision of this Agreement providing for the following: (a) no amount payment of any amounts or benefit benefits that is payable constitute nonqualified deferred compensation upon or following a termination of employment or services from the Company shall be payable Continuous Service unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, termination of Continuous Service,” “termination of employment,” or like terms shall mean a “separation from service;” (b) .” Notwithstanding anything to the contrary in the event that any Agreement, if Participant is deemed a "specified employee" within the meaning of Section 409A, as determined by the Committee, at a time when Participant becomes eligible for settlement or payment to of the Grantee or any benefit hereunder is made upon, or Restricted Stock Units as a result ofof their Separation from Service, then to the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined extent necessary to prevent any accelerated or additional tax under Section 409A of the Code) at the time the Grantee becomes entitled to any 409A, such settlement or payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement delayed until the date that is the earlier to occur of of: (ia) the Grantee’s death or (ii) six months and one business day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months following Participant’s Separation from Service and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (cb) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeParticipant’s death.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent 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 requirements for avoiding additional taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Grantee Executive on account of non-non- compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”409A. (b) in the event that Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Grantee or any benefit hereunder is made upon, or as a result of, Executive in connection with the GranteeExecutive’s termination of employment, employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Grantee Executive is determined to be a “specified employee” (as that term is defined under within the meaning of Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit409A, and provided further that then such payment or benefit does shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to until the first payroll date following the date that is six months from the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee Executive in a lump sum on the date that is six months Specified Employee Payment Date and one day following the effective date of the terminationthereafter, and any remaining compensation and benefits due under the Agreement payments shall be paid or provided as otherwise set forth herein;without delay in accordance with their original schedule. (c) whenever a payment To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within provided in accordance with the sole discretion following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with such requirements. For purposes of this Agreement, each amount to be paid or benefit to be provided, including, without limitation, each installment payment of Severance, will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the "short-term deferral period" as defined in Section 409A will not be treated as deferred compensation unless applicable law requires otherwise. Without in any way limiting the generality of the foregoing, all payments of compensation hereunder, including, without limitation, the Severance, are intended to be exempt from the requirements for avoiding additional taxes of Section 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as applicable, to the maximum extent provided thereunder, and the provisions of this Agreement shall be construed accordingly. Neither the Company nor the Employee will have the right to accelerate or penalties defer the delivery of any payments or benefits that constitute deferred compensation under Section 409A except to the extent Section 409A specifically permits or requires. Payments of any compensation that constitutes deferred compensation under Section 409A and that is contingent on Employee’s termination by the CodeCompany, including, without limitation, the Severance, or resignation shall be made to Employee only if such termination or resignation constitutes a “separation from service” under Section 409A (applying the default rules thereof). Notwithstanding the foregoing, the Company makes no representations shall not be liable to Employee or any other person or entity if the Internal Revenue Service or any court or other authority having jurisdiction over such matters determined for any reason that the payment and any payments or benefits to be provided under this Agreement hereunder are subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.

Section 409A. This Executive and the Employer intend for all payments under this Agreement to be either outside the scope of Section 409A of the Code or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement at all times is intended to be operated so as to be exempt from or in accordance with the requirements of Section 409A of the Code, as amended, and the regulations and rulings thereunder, including any applicable transition rules. The Employer shall have authority to take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonably necessary to be exempt from or comply with Section 409A. Notwithstanding the foregoing, however, in no event will the Employer be liable to Executive if this Agreement or any compensation payable hereunder fails to be exempt from or comply with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception (with the earliest amounts payable being deemed subject to the exception to the extent available). For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company or the Bank and any entity that would be considered a single employer with the Company or the Bank under Code Section 414(b) or 414(c) as modified by the rules under Section 409A of the Code (a “Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. In addition, if at the time of Executive’s Separation from Service Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of Executive’s Separation from Service will not be paid until after the earlier of (i) the first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of Executive’s death (the “409A Suspension Period”) to the extent required to comply with Section 409A of the Code or an exemption thereunder and Code. After the end of the 409A Suspension Period, Executive shall be construed paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to Executive) and interpreted benefits that the Employer would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, Executive shall receive any remaining payments and benefits due under this Agreement in a manner that is consistent accordance with the requirements for avoiding additional taxes terms of Section 6(d) or penalties under Section 7(a), as applicable (as if there had not been any 409A of Suspension Period beforehand). To the Code. Notwithstanding the foregoingextent not otherwise specified in this Agreement, the Company makes no representations that the payment all (A) reimbursements and (B) in-kind benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount made or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets provided in accordance with the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during Executive’s lifetime (or benefit during a shorter period of time specified in this Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense will be paid or commenced to be paid to made no later than the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one last day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine calendar year following the year in which such payment the expense is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; incurred; and (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e4) the payment of any compensation right to reimbursement or benefit may in kind benefits is not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to comply with Section section 409A of the Code and its corresponding regulations, or an exemption thereunder exemption, and shall payments may only be construed made under this Agreement upon an event and interpreted in a manner that permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required by section 409A of the Code, if the Executive is consistent with considered a “specified employee” for purposes of section 409A of the requirements Code and if payment of any amounts under this Agreement is required to be delayed for avoiding additional taxes or penalties a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) All payments to be made upon a termination of employment under Section this Agreement may only be made upon a “separation from service” under section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A For purposes of the Code 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 Grantee on account of non-compliance with Section section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section section 409A of the Code, then no such and if a payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier subject to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date execution of the terminationRelease could be made in more than one taxable year, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years;taxable year. (dc) each separately identified amount All reimbursements and each installment payment to which the Grantee is entitled to payment in-kind benefits provided under this Agreement shall be deemed to be a separate payment for purposes made or provided in accordance with the requirements of Section section 409A of the Code; and , including, where applicable, the requirement that (ei) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (iii) the extent permitted by Section 409A reimbursement of an eligible expense will be made no later than the last day of the Codecalendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This Agreement is intended to comply with Section 409A (a) The intent of the Code or an exemption thereunder and shall be construed and interpreted in a manner parties is that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Internal Revenue Code, and the rules and regulations promulgated thereunder (“Code Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and in shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for all or any portion of any taxes, penaltiesadditional tax, interest or other expenses penalty that may be incurred imposed on Executive by the Grantee on account of non-compliance with Code Section 409A of the Code. or damages for failing to comply with Code Section 409A. (b) Notwithstanding any provision of this Agreement other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (i) With regard to any compensation or benefit payable hereunder payment that constitutes a deferral of is considered deferred compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements on account of a “separation from service,” under Treasury Regulation Section 1.409A-1(h), and references in such payment shall be made on the Agreement to “termination”, “termination date which is the earlier of employment” or like terms shall mean a (A) the expiration of the six (6)-month period measured from the date of such “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination ” of employmentExecutive, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the CodeB) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the GranteeExecutive’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which ) to the Grantee would otherwise have received during extent required under Code Section 409A. Upon the expiration of the Delay Period will Period, all payments delayed pursuant to this Section 17 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the terminationsum, and any all remaining compensation and benefits payments due under the this Agreement shall be paid or provided as in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise set forth exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein;. (c) whenever To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the Termination Date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not ‘deferred compensation’ for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the ‘Release Effective Date’). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Termination Date. (ii) To the extent any such cash payment or continuing benefit to be provided is ‘deferred compensation’ for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Termination Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Termination Date. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that the Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse the Executive the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, in each case had such benefits commenced immediately upon the Termination Date. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment periodperiod with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within such the specified period shall be within the sole discretion of the Company. (e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (f) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the Grantee shall have no right (directly or indirectly) to determine last day of the taxable year following the taxable year in which such payment expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits is made. In not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the event a payment period straddles two consecutive calendar yearsexpenses eligible for reimbursement, the payment shall or in-kind benefits to be made provided, in the later of such calendar years;any other taxable year. (dg) each separately identified amount and each installment Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment to which the Grantee is entitled to payment shall be deemed to be a separate payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code; and (e) the payment of be subject to offset by any compensation or benefit may not be accelerated except to the extent other amount unless otherwise permitted by Code Section 409A of the Code.409A.”

Section 409A. (a) This Agreement is intended shall be interpreted to comply with avoid any penalty sanctions under Section 409A of the Internal Revenue Code (the “Code”). If any payment or an exemption thereunder and shall benefit cannot be construed and interpreted in a manner that is consistent with provided or made at the requirements for avoiding additional taxes or penalties time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full (to extent not paid in part at earlier date) at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with For purposes of Section 409A of the Code Code, all payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, and in the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall the Company be liable for all Executive, directly or any portion indirectly, designate the calendar year of any taxespayment, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with except as permitted under Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation in no event shall the timing of the Executive’s execution of the Release, directly or benefit payable hereunder indirectly, result in the Executive designating the calendar year of payment, and if a payment that constitutes a deferral is subject to execution of compensation under Code Section 409A the Release could be made in more than one taxable year, payment shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references made in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;”later taxable year. (b) in the event that any payment Notwithstanding anything herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result ofif, at the Granteetime of the Executive’s termination of employmentemployment with the Company, Parent or the Company has securities which are publicly traded on an established securities market and the Grantee Executive is a “specified employee” (as that such term is defined under in Section 409A of the Code) at and it is necessary to postpone the time the Grantee becomes entitled commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any such payment accelerated or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from additional tax under Section 409A of the Code, then no the Company will postpone the commencement of the payment of any such payment payments or benefit will be benefits hereunder (without any reduction in such payments or benefits ultimately paid or commenced to be paid provided to the Grantee Executive) that are not otherwise paid within the “short-term deferral exception” under this Agreement Treas. Reg. §1.409A-l(b)(4), and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on occurs after the date that is six months and one day following the effective Executive’s “separation of service” (as such term is defined under code Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein;Executive’s death. (c) whenever a payment All reimbursements and in-kind benefits provided under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made or provided in accordance with the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes requirements of Section 409A of the Code; and , including, where applicable, the requirement that (eA) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the payment amount of any compensation expenses eligible for reimbursement, or benefit in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be accelerated except to provided, in any other calendar year, (C) the extent permitted by Section 409A reimbursement of an eligible expense will be made on or before the last day of the Codecalendar year following the year in which the expense is incurred and (D) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section section 409A of the Code. Notwithstanding , or an exemption, and the foregoing, the Company makes no representations that the payment and benefits provided under provisions of this Agreement comply with Section 409A of the Code and in no event Paragraph shall the Company be liable for all or apply notwithstanding 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 of the Code. Notwithstanding any provision provisions of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall . All payments to be subject to the following: (a) no amount or benefit that is payable made upon a termination of employment or services from the Company shall under this Agreement may only be payable unless such termination also meets the requirements of made upon a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section section 409A of the Code) at the time the Grantee becomes entitled . With respect to any such payment or benefit, and provided further payments that such payment or benefit does not otherwise qualify for an applicable exemption from Section are subject to section 409A of the Code, then in no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationevent shall Employee, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly, designate the calendar year of a payment. With respect to any payments that are subject to section 409A of the Code, in no event shall the timing of Employee’s execution of this Agreement, directly or indirectly, result in Employee designating the calendar year of payment of any amount set forth in Paragraph 2(a) to determine the year in which such payment is made. In the event above, and if a payment period straddles two consecutive calendar yearsof any amount set forth in Paragraph 2(a) above is subject to section 409A of the Code and could be made in more than one taxable year, based on timing of the execution of this Agreement, payment shall be made in the later taxable year. If any payment or benefit provided to Employee in connection with the termination of such calendar years; (d) each separately identified amount employment is determined to constitute “nonqualified deferral compensation” within the meaning of section 409A and each installment payment to which the Grantee Employee is entitled to payment shall be deemed determined to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except “specified employee” as defined by section 409A(a)(2)(b)(i), then, to the extent permitted by Section necessary to comply with section 409A, such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the termination date or, if earlier, on Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date. Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.

Section 409A. This Agreement (i) Anything to the contrary herein notwithstanding, the Granted Units are not intended to be “nonqualified deferred compensation” within the meaning of Section 409A of the Code and are intended to comply with the “short term deferral” rules under Section 409A and shall be paid or otherwise settled on or as soon as practicable after the applicable Vesting Date and not later than the 15th day of the third month from the end of (i) the Grantee’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date, whichever is intended later. If, however, the Granted Units or any payment in lieu thereof is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A of the Code Code. (ii) Anything to the contrary herein or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes Plan or penalties under Section 409A the Executive Severance Plan notwithstanding, neither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Code. Notwithstanding Committee shall have any liability to a Grantee or otherwise with respect to the foregoingfailure of the Plan, the Company makes no representations that Granted Units or the payment and benefits provided under this Award Agreement to comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This (a) To the fullest extent applicable, amounts and other benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the Treasury regulations promulgated under Section 409A. In this regard, each such payment that is made in a series of scheduled installments shall be deemed a separate payment for purposes of Section 409A. (b) To the extent that any amounts or benefits payable under this Agreement are or become subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or an exemption thereunder and benefits. This Agreement shall be construed interpreted and interpreted administered to the extent possible in a manner that is consistent with the requirements for avoiding additional taxes foregoing statement of intent. (c) Notwithstanding anything in this Agreement or penalties under elsewhere to the contrary, if the Executive is a “Specified Employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation Committee) on the date of his termination of employment, and the Company reasonably determines that any amount or other benefit payable under this Agreement on account of the Executive’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code, constitutes nonqualified deferred compensation that will violate the requirements of Section 409A(a)(2) if paid or provided at the time specified in the Agreement, then the payment or provision thereof shall be postponed to the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death (the “Delayed Payment Date”), and the remaining amounts or benefits shall be paid at the times otherwise provided under the Agreement. Notwithstanding The Company and the foregoingExecutive may agree to take other actions to avoid a violation of Section 409A at such time and in such manner as permitted under Section 409A. If this Section 15(c) requires a delay of any payment, such payment shall be accumulated and paid in a single lump sum on the Delayed Payment Date together with interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination. If a benefit subject to the delayed payment rules of this Section 15(c) is to be provided other than by the payment of money to the Executive, then the provision of such benefit prior to the Delayed Payment Date is conditioned on pre-payment by the Executive to the Company of the full taxable value of the benefit and following the Delayed Payment Date, the Company makes no representations that shall repay the payment and benefits provided under Executive for the payments made by the Executive pursuant to the terms of this Agreement comply with Section 409A sentence which would otherwise not have been required of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Executive. (d) Notwithstanding any provision of this Agreement to the contrary, the time of payment of any compensation performance shares that are subject to Section 409A as “nonqualified deferred compensation” and that vest pursuant to this Agreement shall not be accelerated unless such acceleration complies with the requirements of Section 409A of the Code, as determined pursuant to applicable guidance issued thereunder. If the payment of vested performance shares cannot be accelerated pursuant to this provision, payment shall include interest for the period of delay, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date when payment of the vested performance shares would otherwise have been made. (e) The Executive’s date of termination for purposes of determining the date that any payment or benefit payable hereunder that constitutes a deferral of is treated as nonqualified deferred compensation under Code Section 409A is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Executive is a “Specified Employee” on the date of termination, shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from date on which the Company shall be payable unless such termination also meets the requirements of Executive has incurred a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A(a)(2)(A)(i) and applicable guidance thereunder. (f) To the extent the Company is required pursuant to this Agreement to reimburse expenses incurred by the Executive, and references in the Agreement such reimbursement obligation is subject to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no the Company shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment or benefit otherwise applicable under this Agreement; provided, however, that the following sentence shall apply to any tax gross-up payment (if applicable) to the extent subject to Section 409A. Any such tax gross-up payment will be paid or commenced to be paid to made by the Grantee under this Agreement until end of the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day calendar year next following the Grantee’s termination of employment (the “Delay Period”). Any payments calendar year in which the Grantee would otherwise have received during Executive remits the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationrelated taxes, and any remaining compensation and benefits required reimbursement of expenses incurred due under to a tax audit or litigation addressing the Agreement shall existence or amount of a tax liability will be paid made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or provided litigation are remitted to the taxing authority, or where as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodresult of such audit or litigation no taxes are remitted, the actual date of payment within such specified period shall be within the sole discretion end of the Company, and calendar year next following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in each case subject to any earlier required deadline for payment is made. otherwise applicable under this Agreement, In addition, to the event a payment period straddles two consecutive calendar yearsextent subject to Section 409A, the payment right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit, notwithstanding any contrary provision of this Agreement. (g) To the extent the Company is required pursuant to this Agreement to provide continued employee benefits following termination of employment, the provision of such benefits shall be made structured in a manner that complies with Section 409A. Any offset of the Company’s obligation to provide benefits under this Agreement as a result of the provision of benefits pursuant to a subsequent employer’s benefit plans, and any offset of the Company’s obligation to provide severance or termination pay under other agreements or arrangements as a result of the provision of pay and benefits under this Agreement, shall be structured in a manner that does not result in a change in the later time or form of such calendar years;payment of non-qualified deferred compensation that violates Section 409A. (dh) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed The Executive consents to be a separate payment bound by the terms of the Supplemental Retirement Income Benefit Plan as amended by the Company for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.409A.”

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted Notwithstanding anything in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit benefits payable hereunder under this Agreement that constitutes a deferral “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of compensation under Code Section 409A shall be subject to of the following: Internal Revenue Code of 1986, as amended (a) no amount or benefit that the “Code”), and which is designated under this Agreement as payable upon a your termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”) and, except as otherwise provided under Treasury Regulation Section 1.409A-1(h)this paragraph, and references any such compensation or benefits shall not be paid, or, in the Agreement to “termination”case of installments, “termination of employment” or like terms shall mean a “separation not commence payment, until the sixtieth (60th) day following your Separation from service;” (b) in the event that Service. Notwithstanding any payment provision herein to the Grantee or any benefit hereunder is made uponcontrary, or as a result of, if you are deemed by the Grantee’s termination Company at the time of employment, and the Grantee is your Separation from Service to be a “specified employee” (as that term is defined under for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) at of the time Code, such portion of your benefits shall not be provided to you prior to the Grantee becomes entitled earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to any such payment the preceding sentence shall be paid in a lump sum to you (or benefityour estate or beneficiaries), and any remaining payments due to you under this Agreement shall be paid as otherwise provided further herein. To the extent that such payment or benefit does not otherwise qualify for an applicable exemption from any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, then no any such payment or benefit will be paid or commenced reimbursements payable to you shall be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date you no later than December 31 of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine year following the year in which such payment is made. In the event a payment period straddles two consecutive calendar yearsexpense was incurred, the payment amount of expenses reimbursed in one year shall be made not affect the amount eligible for reimbursement in the later of such calendar years; (d) each separately identified amount any subsequent year, and each installment payment your right to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may reimbursement under this Agreement will not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. This Agreement (a) It is intended to that this Agreement comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent all respects with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A Sections 409A(a)(2) through (4) of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in no event shall accordance with this intent. (b) Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be liable for all necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any portion compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penaltiespenalties or interest under the Applicable Regulations, interest or other expenses that may be incurred by the Grantee on account shall be solely liable for the payment of non-compliance with Section 409A any such taxes, penalties or interest. (d) Except as otherwise specifically provided herein, the time for distribution of the Code. RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, if the Grantee is a specified employee (as defined in Section 409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any compensation RSU Shares issuable or benefit amounts payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount Grantee under this Agreement on account of his or benefit that is payable upon a her termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” issued or like terms shall mean a “separation from service;” (b) in the event that any payment paid to the Grantee upon the later of (i) the date such RSU Shares or any benefit hereunder amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 10(e) and (ii) the date which is made upon, or as a result of, six months following the date of the Grantee’s termination of employment, and . The preceding sentence shall not apply in the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the event Grantee’s termination of employment (the “Delay Period”)is due to his or her death. Any payments which If the Grantee would otherwise have received should terminate employment for a reason other than his or her death but subsequently die during the Delay Period will be payable to the Grantee six-month period described in a lump sum on the date that is six months and one day following the effective date subclause (ii) of the terminationfirst sentence above, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified six-month period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A end on the date of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeGrantee’s death.

Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted administered accordingly. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that is consistent complies with Section 409A of the requirements for avoiding additional taxes Code or penalties an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding the foregoing, the Company Corporation makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee Employee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contraryAgreement, if any compensation payment or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject provided to the following: (a) no amount or benefit that is payable upon a Employee in connection with Employee’s termination of employment or services from is determined to constitute “nonqualified deferred compensation” within the Company shall meaning of Section 409A of the Code and Employee is determined to be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under in Section 409A 409A(a)(2)(b)(i) of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that then such payment or benefit does shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or, if sooner, the date of Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise qualify for an applicable exemption from have been paid before the Specified Employee Payment Date shall be paid to Employee 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. Any payment under Section 5 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, then no such payment or benefit will and that is subject to a release’s becoming effective, and that would otherwise be paid or commenced in the first 30 days after your termination date shall be paid, if at all, on such 30th day (subject to be paid to any required delay under the Grantee under this Agreement until the date that is the earlier to occur of (ipreceding paragraph) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and payments shall be made in accordance with their original schedule. Payments with respect to reimbursements of expenses or in-kind benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment periodin accordance with the Corporation’s applicable policy or benefit plan, the actual date of payment within such specified period but in all events reimbursements shall be within paid no later than the sole discretion last day of the Company, and calendar year following the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such the relevant expense is incurred. The amount of expenses or benefits eligible for reimbursement, payment is made. In or provision during a calendar year shall not affect the event a payment period straddles two consecutive expenses or benefits eligible for reimbursement or provision in any other calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeyear.

Section 409A. This Agreement is and the Plan provisions that apply to the Performance RSUs are intended to either be exempt from or comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted 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 is consistent complies with the requirements for avoiding additional taxes or penalties under Section 409A of or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the Codemaximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply with Section 409A of the Code 409A, and in no event shall the Company or 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 of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in 409A. In the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and 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 term is defined under are “deferred compensation” subject to Section 409A of the CodeCode and which would otherwise be payable upon the Grantee’s “separation from service” (as defined in Section 409A) at shall be payable or settled before the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A first day of the Codeseventh month following your termination of employment. Following any applicable six-month delay, then no all such payment or benefit delayed payments will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a single lump sum on the earliest date permitted under Section 409A that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever also a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codebusiness day.

Section 409A. This Agreement is intended Notwithstanding anything to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoingcontrary set forth herein, the Company makes no representations that the payment any payments and benefits provided under this Agreement comply with that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) and that are payable 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 Grantee on account of non-compliance connection with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a Executive’s termination of employment or services from the Company shall be payable not commence unless such termination and until Executive has also meets the requirements of incurred a “separation from service” within the meaning of Section 409A, unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Treasury Regulation Section 1.409A-1(h)409A. If Executive is, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean upon a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined within the meaning of Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A 409A, the payment of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does deferred compensation shall not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement commence until the date that is the earlier to occur of of: (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following after Executive’s separation from service, or (ii) the effective date of Executive’s death. Any payments that are delayed due to the terminationapplication of the preceding sentence shall be made on the date that payments commence. For purposes of Section 409A, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Finally, to the extent that any remaining compensation and benefits due under reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, any such reimbursements payable to Executive pursuant to this Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion to Executive no later than December 31 of the Company, and the Grantee shall have no right (directly or indirectly) to determine year following the year in which such payment is made. In the event a payment period straddles two consecutive calendar yearsexpense was incurred, the payment amount of expenses reimbursed in one year shall be made not affect the amount eligible for reimbursement in the later of such calendar years; (d) each separately identified amount any subsequent year, and each installment payment Executive’s right to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may reimbursement under this Agreement will not be accelerated except subject to the extent permitted by Section 409A of the Codeliquidation or exchange for another benefit.

Section 409A. This Agreement is intended (a) The parties intend that this agreement and the payments and benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Section 409A of the U.S. Internal Revenue Code or an exemption of 1986, as amended, and the regulations and guidance promulgated thereunder and shall be construed and interpreted in a manner that is consistent with (collectively, “Code Section 409A”), to the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Codeextent applicable thereto. Notwithstanding any provision of this Agreement agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A this agreement shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from interpreted and construed consistent with this intent. Although the Company shall intends to administer this agreement so that it will be payable unless such termination also meets exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this agreement will be exempt from or otherwise comply with Code Section 409A. Neither the Company or any of its affiliates, nor any of their respective directors, officers, managers, employees or advisers shall be liable to you (or any other individual claiming a “separation from service” under Treasury Regulation benefit through you) for any tax, interest, or penalties you might owe as a result of this agreement or otherwise. To the extent that any provision hereof is modified in order to comply with Code Section 1.409A-1(h)409A, such modification shall be made in good faith and references in shall, to the Agreement maximum extent reasonably possible, maintain the original intent and economic benefit to “termination”, “termination you and the Company of employment” or like terms shall mean a “separation from service;”the applicable provision. (b) Notwithstanding any provision of this agreement to the contrary, in the event that any payment to the Grantee you or any benefit hereunder is made upon, or as a result of, the Grantee’s of your termination of employment, and the Grantee is you are a “specified employee” (as that term is defined under Code Section 409A of the Code409A) at the time the Grantee becomes you become entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A of the Code409A, then no such payment or benefit will shall be paid or commenced to be paid to the Grantee you under this Agreement agreement until the date that is the earlier to occur of of: (i) the Grantee’s death your death, or (ii) six (6) months and one (1) day following the Grantee’s your termination of employment (the “Delay Period”). Any payments which the Grantee you would otherwise have received during the Delay Period will shall be payable to the Grantee you (without interest) in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. A termination of employment shall not be deemed to have occurred for purposes of any provision of this agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, and for purposes of any remaining compensation and benefits due under such provision of this agreement, references to a “ termination of employment,” “terminate your employment” or like terms shall mean “separation from service” within the Agreement shall be paid or provided as otherwise set forth herein;meaning of Code Section 409A. (c) whenever a payment To the extent that reimbursements or other in-kind benefits under this Agreement specifies a payment periodagreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly all expenses or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year In which such expenses were incurred by you, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed expenses eligible for reimbursement, or in-kind benefits to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of provided, in any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Codeother taxable year.

Section 409A. This Agreement a) It is intended to that this Agreement will comply with Section 409A of the Code or an exemption thereunder (“Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be construed and interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that is consistent with preserves the requirements for avoiding additional taxes or penalties under Section 409A original intent of the Codeparties to the extent reasonably possible. Notwithstanding the foregoing, No action or failure to act pursuant to this Section 16 shall subject the Company makes no representations that the payment to any claim, liability, or expense, and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all shall not have any obligation to indemnify or any portion of otherwise protect Executive from the obligation to pay any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with penalties pursuant to Section 409A of the Code. 409A. b) Notwithstanding any provision of this Agreement to the contrarycontrary in this Agreement, if the Executive is deemed on the date of [his/her] “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount payment or benefit that is considered deferred compensation under Section 409A payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements on account of a “separation from service” under Treasury Regulation that is required to be delayed pursuant to Section 1.409A-1(h409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from shall be delayed until the relevant date of payment that will result in compliance with the rules of Section 409A 409A(a)(2)(B)(i) of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment . (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Executive in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with Section 409A of the Code with, or an exemption thereunder and shall otherwise be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under exempt from, Section 409A of the Code. Notwithstanding the foregoingThis Agreement shall be administered, the Company makes no representations that the payment interpreted, and benefits provided under this Agreement comply with Section 409A of the Code and construed 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 Grantee on account of non-compliance a manner consistent with Section 409A of the Code. Notwithstanding Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), by the Company, with the consent of Employee, in such manner as the Company and Employee agree reasonably and in good faith to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Notwithstanding anything herein to the contrary, (a) if at the time of Employee’s termination of employment, Employee is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any compensation payments or benefit benefits otherwise payable hereunder that constitutes as a deferral result of compensation such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A shall be subject to 409A, then the following: Company will defer the commencement of the payment of any such payments or benefits hereunder (awithout any reduction in such payments or benefits ultimately paid or provided by the Company) no amount or benefit until the date that is payable upon a six months following the date of Employee’s termination of employment (or services from the earliest date as is permitted under Code Section 409A), (b) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such an accelerated or additional tax, (c) to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be payable unless such due to Employee under this Agreement based on termination also meets the requirements of employment until Employee would be considered to have incurred a “separation from service” under Treasury Regulation from the Company within the meaning of Code Section 1.409A-1(h)409A, and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (bd) in the event that any payment to the Grantee or any benefit hereunder is made uponextent permitted by Code Section 409A, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled each amount to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid provided to the Grantee under Employee pursuant to this Agreement until the date that is the earlier Agreement, which constitutes deferred compensation subject to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the terminationSection 409A, and any remaining compensation and benefits due under the Agreement shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A 409A. Employee shall not have any right to determine a date of the Code; and (e) the payment of any compensation amount under this Agreement. To the extent required to avoid an accelerated or benefit additional tax under Code Section 409A, amounts reimbursable to Employee under this Agreement, if any, shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not affect amounts reimbursable or provided in any subsequent year, and the right to reimbursement (and in-kind benefits provided to Employee) under this Agreement shall not be accelerated except subject to liquidation or exchange for another benefit. Employee acknowledges and understands that neither the extent permitted by Company nor any employee or agent of the Company has provided Employee any tax advice regarding this Agreement, amounts payable under this Agreement, or Code Section 409A and that the Company has urged Employee to seek advice from Employee’s own tax advisor regarding the tax consequences of the Codethis Agreement to Employee.

Section 409A. This (a) The Company and Executive intend that the payments and benefits provided for in this Agreement is intended either be exempt from Section 409A, or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 1E. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 1 shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” from the Company within the meaning of Section 409A and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A as determined by the Company in accordance with Section 409A, and the deferral of the Code commencement of any payments or an exemption thereunder and shall be construed and interpreted benefits otherwise payable hereunder as a result of such termination of employment is necessary in a manner order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is consistent at least six (6) months following Executive’s termination of employment with the requirements for avoiding additional taxes Company (or penalties the earliest date permitted under Section 409A of the Code). Thereafter, payments will commence and continue in accordance with this Agreement until paid in full. (b) Notwithstanding anything to the foregoingcontrary in this Agreement, the Company makes no representations that the payment in-kind benefits and benefits reimbursements provided under this Agreement comply with during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 409A of the Code 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a105(b) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment and are not subject to liquidation or benefit will be paid or commenced to be paid exchange for another benefit. Notwithstanding anything to the Grantee under contrary in this Agreement until Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no event later than December 31 of the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day calendar year following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the calendar year in which such payment is madethe expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31 of the event a payment period straddles two consecutive calendar years, year following the payment shall be made calendar year in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled expense was incurred. This Section 1E(b) shall only apply to payment shall be deemed in-kind benefits and reimbursements that would result in taxable compensation income to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the CodeExecutive.

Section 409A. This (a) Notwithstanding anything herein to the contrary, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder from Section 409A. The Company shall undertake to administer, interpret, and shall be construed and interpreted construe this Agreement in a manner that is consistent with does not result in the requirements for avoiding imposition on Key Employee of any additional taxes tax, penalty, or penalties interest under Section 409A of the Code. Notwithstanding the foregoing409A; provided, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and however, in no event shall the Company be liable to Key Employee for all or any portion of with respect to any taxes, penalties, penalties or interest or other expenses that which may be incurred by the Grantee on account imposed upon Key Employee pursuant to Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of non-compliance with Section 409A 409A. (b) A termination of the Code. Notwithstanding employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, payment of any compensation amounts or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount benefits upon or benefit that is payable upon following a termination of employment or services from the Company shall be payable unless such termination is also meets the requirements of a “separation from service” under Treasury Regulation within the meaning of Section 1.409A-1(h)409A and, and for purposes of any such provision of this Agreement, references in the Agreement to a “termination”, ,” “termination of employment” or like terms shall mean a “separation from service;.” (bc) Notwithstanding anything herein to the contrary, in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee Key Employee is a “specified employee” (as within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is defined considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), to the Code) at extent necessary to avoid the time the Grantee becomes entitled to any such payment or benefitimposition of excise taxes under Section 409A, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment shall be made or benefit will be paid or commenced to be paid to the Grantee under this Agreement until provided at the date that which is the earlier to occur of (iA) the Granteeexpiration of the six (6)-month period measured from the date of such “separation from service” of Key Employee or (B) the date of Key Employee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which Upon the Grantee would otherwise have received during expiration of the Delay Period will Period, all payments and benefits delayed pursuant to this Section 6.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be payable paid or reimbursed to the Grantee Key Employee in a lump sum on the date that is six months and one day following the effective date of the terminationwithout interest, and any remaining compensation payments and benefits due under the this Agreement shall be paid or provided as otherwise set forth in accordance with the normal payment dates specified for them herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code.

Section 409A. This Agreement is intended to comply with Section 409A The intent of the Code or an exemption thereunder parties is that this Agreement and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment payments and benefits provided under this Agreement comply 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 be administered to be in no event compliance therewith. 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, the Limited Partner shall not be considered to have terminated employment or service for purposes of this Agreement until the Company Limited Partner would be liable for all or any portion considered to have incurred a “separation from service” within the meaning of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of Any payments described in this Agreement to that are due within the contrary, any compensation or benefit payable hereunder that constitutes a “short-term deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from serviceperiod” under Treasury Regulation Section 1.409A-1(h), and references as defined in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is a “specified employee” (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled Code shall not be treated as deferred compensation unless applicable law requires otherwise. Each amount to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced benefit to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee’s death or (ii) six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement provided hereunder shall be paid or provided construed as otherwise set forth herein; (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate identified payment for purposes of Section 409A of the Code; and (e) . Notwithstanding anything to the payment of any compensation or benefit may not be accelerated except contrary in this Agreement, to the extent permitted by that any amounts are payable to a “specified employee” (within the meaning of Section 409A of the Code) upon a separation from service, and such payment would result in the imposition of any individual penalty tax or late interest charges imposed under Section 409A of the Code, such amounts shall instead be paid on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Limited Partner shall be paid to the Limited Partner on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Limited Partner) during one year may not affect amounts reimbursable or provided in any subsequent year, and no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit. The Partnership makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

Section 409A. This Agreement is intended Notwithstanding anything to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted contrary in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payment and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable or elsewhere (except 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 of the Code. Notwithstanding any provision paragraph 3(d) of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Treasury Regulation Section 1.409A-1(hAgreement), and references in the Agreement to “termination”, “termination of employment” or like terms shall mean a “separation from service;” (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee’s termination of employment, and the Grantee is if you are a “specified employee” (as that term is defined under determined pursuant to Section 409A as of the Codedate of your Separation From Service and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (x) at constitutes a “deferral of compensation” within the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from meaning of Section 409A of the Code, then no such payment or benefit will and (y) cannot be paid or commenced provided in a manner otherwise provided herein or otherwise without subjecting you to be paid to the Grantee additional tax, interest or penalties under this Agreement until the date Section 409A, then any such payment, benefit or entitlement that is payable during the earlier to occur of (i) the Grantee’s death or (ii) first six months and one day following the Grantee’s termination of employment (the “Delay Period”). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement your Separation From Service shall be paid or provided as otherwise set forth herein; (c) whenever to you in a payment under this Agreement specifies cash lump-sum on the earlier of your death or the first business day of the seventh calendar month following the month in which your Separation From Service occurs. In addition, any payment, benefit or entitlement due upon a payment period, the actual date termination of payment within such specified period shall be your employment that represents a “deferral of compensation” within the sole discretion meaning of the CompanySection 409A (other than any payments due pursuant to paragraph 3(d) of this Agreement) shall only be paid or provided to you upon a Separation From Service, and the Grantee shall have no right (directly or indirectly) to determine the year in which case any reference to “Date of Termination” in connection with such payment is made. In the event a payment period straddles two consecutive calendar yearspayment, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment benefit or entitlement shall be deemed to be a separate reference to “Separation From Service” and the actual payment for purposes date within the time specified in the applicable provision of paragraphs 5, 6, 7, 8 or 9 shall be within the Company’s sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise, any payment or benefit under this Agreement or otherwise which is exempt from Section 409A of the Code; and pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (eC) the payment of any compensation shall be paid or benefit may not be accelerated except provided to you only to the extent permitted by Section 409A the expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which your Separation From Service occurs; and provided further that the CodeCompany reimburses such expenses no later than the last day of your third taxable year following your taxable year in which your Separation From Service occurs. Finally, to the extent that the provision of any benefit pursuant to paragraph 5(f), paragraph 8(f) or paragraph 9(d) hereof is taxable to you, any such reimbursement shall be paid to you on or before the last day of your taxable year following your taxable year in which the expense is incurred and such reimbursement shall not be subject to liquidation or exchange for any other benefit.