Common use of Tax Compliance Clause in Contracts

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6.

Tax Compliance. (a) The Company may or any of its applicable affiliates shall withhold from any amounts payable hereunder any amounts or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under federal, state any applicable law or local law regulation and any other deductions authorized by Employeerequired or applicable deductions. The Company If and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement extent any portion of any payment, compensation or the amount of in-kind benefits other benefit provided to you in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “connection with your separation from service” service (as defined in Treasury Regulation Section 1.409A-1(h409A) (or any successor regulation) and if any payments or entitlements provided for in this Agreement is determined to constitute a “deferral of nonqualified deferred compensation” within the meaning of Section 409A and canyou 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 in the manner provided herein without subjecting Employee to additional tax, interest or penalties under shall be construed as a separate payment for purposes of Section 409A, then 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 payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” 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 only be payable made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to Employee 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 Employee’s estateif longer, through the twentieth (20th) upon anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A and shall, to the extent practicable, be construed in accordance therewith. In no event shall a “separation from service” as tax gross-up payment be paid later than the end of the year following the year that the related taxes, or taxes on the underlying income or imputed income, are remitted to the applicable taxing authority. Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. FinallyIn any event, for neither the purposes Company nor any of its affiliates makes any representations or warrant and shall have no liability to you or any other person if any provisions of or payments under this Agreement, amounts payable under Section 3.2 shall be deemed not Agreement are determined to be a “deferral of compensation” constitute deferred compensation subject to Section 409A but not to satisfy the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions conditions of Treasury Regulation Section 1.409A-1 – A-6.409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Internal Revenue Code Section 409A of the Internal Revenue Code of 1986 (together with any implementing regulations, “Section 409A”), as amended, as well as other tax related laws and regulations to the extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the Company be liable for any taxes, interest, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the Code while preserving insofar as possible amounts eligible for reimbursement in any other calendar year, to the economic intent extent subject to the requirements of the respective provisionsSection 409A, so that Employee will not and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any tax (including interest and penalties) under Section 409A. (b) other benefit. For purposes of Section 409A, the right to each payment in a series of installment payments payments, if any, provided under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified payment. Any payments under this Agreement, such reimbursement of expenses Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or provision of inas a short-kind benefits term deferral shall be subject excluded from Section 409A to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred maximum extent possible. Any payments to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end under this Agreement upon a termination of the year after the year in which employment shall only be made if such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under his Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Agreement for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized in writing by Employee. . (b) The Company intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Employee agree that they will execute any regulations and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A guidance promulgated thereunder (together with any implementing regulations, collectively “Section 409A”), and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement (or of any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A.Company. (bc) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (cd) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (de) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six (6) months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh (7th) calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, for “payment shall be made within thirty (30) days following the purposes date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4such payment is subject to Code Section 409A. (g) (“short-term deferrals”) The Company makes no representation or warranty and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and shall have no liability to Employee or any other applicable person or entity if any provisions of Treasury Regulation this Agreement are determined to constitute deferred compensation subject to Code Section 1.409A-1 – A-6.409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. 26.1 WEPCo represents and warrants to the Participants that at the date of this Agreement, it has notified the Participants in writing of any Occasions of Tax Non-Compliance and any litigation in connection with any Occasions of Tax Non-Compliance that it or, so far as it is aware having made reasonable enquiries, any of the Shareholders (other than WGCo) is involved in. 26.2 If at any time an Occasion of Tax Non-Compliance occurs in relation to it or any Shareholder other than WGCo (a "Non-Compliant Shareholder"), WEPCo shall: 26.2.1 notify the Participants in writing of such fact within five (5) Business Days of it becoming aware of that occurrence; and 26.2.2 provide to the Participants: (a) The Company promptly, and in any event within twenty (20) Business Days of its becoming aware of that occurrence, details of the steps which it, or as the case may withhold be, the Non-Compliant Shareholder is taking to address the Occasion of Tax Non- Compliance and to prevent the same from any amounts payable hereunder any amounts required to be withheld under federalrecurring, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so mitigating factors that Employee will not be subject to any tax it considers relevant (including interest and penalties) under Section 409A.together "Proposed Mitigating Measures"); and (b) For purposes such other information in relation to the Occasion of Section 409ATax Non-Compliance as the Participants may reasonably require within five (5) Business Days of receipt of notice from the Participants to do so. 26.3 The Participants will notify WEPCo in writing if the Proposed Mitigating Measures are acceptable to it, in its reasonable opinion, within fifteen (15) Business Days of receipt of all information required to be provided in accordance with Clause 26.2. 26.4 Where the Participants have notified WEPCo that the Proposed Mitigating Measures are not acceptable, the right Participants may, in that notice, request that WEPCo provides details of further measures it, or as the case may be, the Non-Compliant Shareholder, would take to prevent the same from recurring, together with any further mitigating factors that it considers relevant. Within twenty (20) Business Days of receipt of a series notice from the Participants requesting further measures, WEPCo will either provide details of installment payments under this Agreement shall be treated the further measures it, or as a right the case may be, the Non-Compliant Shareholder, is willing to a series of separate paymentstake or notify the Participants that it is not willing to take further measures. The Participants will consider any further measures proposed by WEPCo and notify WEPCo within fifteen (15) Business Days if those further measures, taken together with the Proposed Mitigating Measures, are acceptable to the Participants, acting reasonably. 26.5 If: 26.5.1 the warranty by WEPCo contained in Clause 26.1 is untrue and Proposed Mitigating Measures are not agreed in accordance with Clauses 26.3 to 26.4 (c) With respect inclusive); and/or 26.5.2 WEPCo commits a material breach of its obligation to notify the Participants of any reimbursement Occasion of expenses of, Tax Non-Compliance and / or any provision WEPCo fails to provide details of inProposed Mitigating Measures each as required by Clause 26.2; and/or 26.5.3 the Participants otherwise becomes aware that an Occasion of Tax Non-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses Compliance has occurred in relation to WEPCo or provision of in-kind benefits shall be subject to the following conditions: a Shareholder (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iiiWGCo)) and other applicable provisions WEPCo fails to provide details of Treasury Regulation Section 1.409A-1 – A-6.Proposed Mitigating Measures within twenty (20) Business Days of its being required by the Participants to do so; and/or 26.5.4 the Participants notify WEPCo under Clause 26.4 that the Proposed Mitigating Measures are not acceptable and, if WEPCo is requested to provide details of further measures pursuant to Clause 26.4 the further measures (if any) are not acceptable to the Participants, in its reasonable opinion and the Participants notify WEPCo to that effect; and / or 26.5.5 in any such case WEPCo fails to implement, or procure the implementation by a Non- Compliant Shareholder of, any Proposed Mitigating Measures agreed to by the Participants in any material respect (including as to timetable), then the Participants shall be entitled to give to WEPCo: (a) where the Occasion of Tax Non-Compliance has occurred in relation to WEPCo, a notice under Clause 23.1.12; and (b) where the Occasion of Tax Non-Compliance has occurred in relation to a Shareholder, a notice under Clause 26.6 (

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (f) The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. . (b) The Company intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Employee agree that they will execute any regulations and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A guidance promulgated thereunder (together with any implementing regulations, collectively “Section 409A”), and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement (or of any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A.Company. (bc) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (cd) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (de) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six (6) months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh (7th) calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally409A. (f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, for “payment shall be made within thirty (30) days following the purposes date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4such payment is subject to Code Section 409A. (g) (“short-term deferrals”) The Company makes no representation or warranty and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and shall have no liability to Employee or any other applicable person or entity if any provisions of Treasury Regulation this Agreement are determined to constitute deferred compensation subject to Code Section 1.409A-1 – A-6.409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – 1.409A-1–A-6. (e) The payment of any amounts otherwise payable on account of termination of employment under this Agreement which constitute deferred compensation within the meaning of Section 409A and which are subject (among other conditions, if any) to a release of claims may be delayed at the discretion of the Company for up to sixty (60) days following termination of employment, without regard to whether or when Employee’s release is delivered and becomes irrevocable (an “Effective Release”). Regardless of any payment, however, all such amounts remain conditioned on an Effective Release such that if Employee fails to deliver (or revokes) his or his release he or she will forfeit and must immediately return such amounts on the Company’s demand.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six (6) months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh (7th) calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (f) The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – - A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (f) The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Internal Revenue Code Section 409A (together with any implementing regulations, “Section 409A”) of the Internal Revenue Code while preserving insofar of 1986, as possible amended, as well as other tax related laws and regulations to the economic intent extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the respective provisionsCompany be liable for any taxes, so interest, penalties or other expenses that Employee will not may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any tax (including interest and penalties) under Section 409A. (b) other benefit. For purposes of Section 409A, the right to each payment in a series of installment payments payments, if any, provided under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified payment. Any payments under this Agreement, such reimbursement of expenses Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or provision of inas a short-kind benefits term deferral shall be subject excluded from Section 409A to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred maximum extent possible. Any payments to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end under this Agreement upon a termination of the year after the year in which employment shall only be made if such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under his Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Agreement for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (f) The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar ("Section 409A") as possible well as other tax related laws and regulations to the economic intent extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Second Addendum or the respective provisionsOriginal Agreement (and any compensation payable thereunder) comply with Section 409A, so and in no event shall the Company be liable for any taxes, interest, penalties or other expenses that Employee will not may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to any tax (including interest and penalties) under Section 409A. (b) For purposes the requirements of Section 409A, the and no such right to a series of installment payments under this Agreement shall be treated as a reimbursement or right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. (d) Notwithstanding anything . For purposes of Section 409A, each payment in a series of installment payments, if any, provided under this Second Addendum or the Original Agreement shall be treated as a separate payment. Any payments under this Second Addendum or the Original 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 contrary maximum extent possible. Any payments to be made under this Second Addendum or the Original Agreement upon a termination of employment shall only be made if such termination of employment constitutes a "separation from service" under Section 409A. Notwithstanding the foregoing and any provision in this AgreementSecond Addendum to the contrary, if Employee is a “specified employee” as determined pursuant to Section 409A as of on the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute his termination of employment, Executive is deemed to be a “deferral of compensation” "specified employee" within the meaning of Section 409A and cannot be paid any payment or benefit provided to Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the manner provided herein without subjecting Employee to additional tax, interest or penalties under meaning of Section 409A, then any such payment or entitlement benefit due upon, or within the six-month period following, a termination of Executive's employment (whether under this Second Addendum, Executive's Original Agreement, any other plan, program, payroll practice or any equity grant) and which is payable during do not otherwise qualify under the first six months following Employee’s “exemptions under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute "separation from service” pay" within the meaning of Section 409A), shall be paid or provided to Employee Executive in a cash lump-lump sum on the first business earlier of (a) the date which is six months and one day of the seventh calendar month immediately following the month in which Employee’s “after Executive's "separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee " (or Employee’s estate) upon a “separation from service” as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive's death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Second Addendum for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld It is intended that all of the benefits and payments under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may comply with, or be necessary to ensure compliance with exempt from, the provisions requirements of Section 409A of the Code. To the extent that any payments or benefits under this Agreement are subject to Section 409A of the Code, to the maximum extent applicable, this Agreement will be construed to comply, and administered in compliance, with Section 409A of the Code. (together with any implementing regulationsi) Notwithstanding anything in this Agreement to the contrary, if as of the Separation Date the Executive is a “specified employee” as defined in Section 409A”) 409A of the Code while preserving insofar as possible and the economic intent deferral of the respective provisions, so that Employee will not be subject commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax (including interest and penalties) under Section 409A.409A of the Code, then: (b1) 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 first business day of the seventh month following the Separation Date (or the earliest date as is permitted under Section 409A of the Code), and (2) if any other payments 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 to the extent that such 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. (ii) For purposes of Section 409A409A of the Code, (x) references herein to the Executive’s Separation Date, “termination of employment” or like reference shall refer to the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and (y) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (diii) Notwithstanding anything to the contrary in this Agreementherein, if Employee is a “specified employee” as determined except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid of the Code: (x) the amount of expenses eligible for reimbursement or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or in-kind benefits provided to Employee the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in a cash lump-sum any other calendar year, (y) the Employer shall reimburse the Executive for expenses for which he is entitled to be reimbursed on or before the first business last day of the seventh calendar month immediately year following the month calendar year in which Employee’s “separation from service” occurs orthe applicable expense is incurred, if earlierand (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (iv) Notwithstanding anything in this Agreement to the contrary, upon neither the Employee’s deathCompany nor any of its affiliates, employees or representatives shall have any liability to the Executive with respect to any tax liabilities imposed on the Executive under Section 409A of the Code. In addition, the event that any payments or benefits due hereunder upon a termination of Employee’s employment which changes are a “deferral of compensation” within the meaning of made to Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in of the Code, this Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not amended to be a “deferral of compensation” the extent necessary to cause this Agreement to comply with such changes to such law. (v) If any payment or benefits subject to Section 409A to of the extent provided Code is contingent on the delivery of a waiver and release of claims by the Executive, and could occur in either of two calendar years, payment will occur in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6later calendar year.

Tax Compliance. (a) The Company may or any of its applicable affiliates shall withhold from any amounts payable hereunder any amounts or provided under this Agreement such federal, state or local taxes as shall be required to be withheld under federal, state any applicable law or local law regulation and any other deductions authorized by Employeerequired or applicable deductions. The Company If and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement extent any portion of any payment, compensation or the amount of in-kind benefits other benefit provided to you in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “connection with your separation from service” service (as defined in Treasury Regulation Section 1.409A-1(h409A) (or any successor regulation) and if any payments or entitlements provided for in this Agreement is determined to constitute a “deferral of nonqualified deferred compensation” within the meaning of Section 409A and canyou 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 in the manner provided herein without subjecting Employee to additional tax, interest or penalties under shall be construed as a separate payment for purposes of Section 409A, then 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 payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” 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 only be payable made or provided in accordance with the requirements of Section 409A, including, without limitation, that (a) in no event shall reimbursements to Employee 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 Employee’s estateif longer, through the twentieth (20th) upon anniversary of the Effective Date). This Agreement is intended to comply with the provisions of Section 409A and shall, to the extent practicable, be construed in accordance therewith. In no event shall a “separation from service” as tax gross-up payment be paid later than the end of the year following the year that the related taxes, or taxes on the underlying income or imputed income, are remitted to the applicable taxing authority. Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. FinallyIn any event, for neither the purposes Company nor any of its affiliates makes any representations or warrant and shall have no liability to you or any other person if any provisions of or payments under this Agreement, amounts payable under Section 3.2 shall be deemed not Agreement are determined to be a “deferral of compensation” constitute deferred compensation subject to Section 409A but not to satisfy the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions conditions of Treasury Regulation Section 1.409A-1 – A-6.409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld It is intended that all of the benefits and payments under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may comply with, or be necessary to ensure compliance with exempt from, the provisions requirements of Section 409A of the Code. To the extent that any payments or benefits under this Agreement are subject to Section 409A of the Code, to the maximum extent applicable, this Agreement will be construed to comply, and administered in compliance, with Section 409A of the Code. (together with any implementing regulationsi) Notwithstanding anything in this Agreement to the contrary, if as of the Separation Date the Executive is a “specified employee” as defined in Section 409A”) 409A of the Code while preserving insofar as possible and the economic intent deferral of the respective provisions, so that Employee will not be subject commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax (including interest and penalties) under Section 409A.409A of the Code, then: (b1) 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 first business day of the seventh month following Separation Date (or the earliest date as is permitted under Section 409A of the Code), and (2) if any other payments 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 to the extent that such 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. (ii) For purposes of Section 409A409A of the Code, (x) references herein to the Executive’s Separation Date, “termination of employment” or like reference shall refer to the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and (y) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (diii) Notwithstanding anything to the contrary in this Agreementherein, if Employee is a “specified employee” as determined except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid of the Code: (x) the amount of expenses eligible for reimbursement or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or in-kind benefits provided to Employee the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in a cash lump-sum any other calendar year, (y) the Employer shall reimburse the Executive for expenses for which he is entitled to be reimbursed on or before the first business last day of the seventh calendar month immediately year following the month calendar year in which Employee’s “separation from service” occurs orthe applicable expense is incurred, if earlierand (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (iv) Notwithstanding anything in this Agreement to the contrary, upon neither the Employee’s deathCompany nor any of its affiliates, employees or representatives shall have any liability to the Executive with respect to any tax liabilities imposed on the Executive under Section 409A of the Code. In addition, the event that any payments or benefits due hereunder upon a termination of Employee’s employment which changes are a “deferral of compensation” within the meaning of made to Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in of the Code, this Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not amended to be a “deferral of compensation” the extent necessary to cause this Agreement to comply with such changes to such law. (v) If any payment or benefits subject to Section 409A to of the extent provided Code is contingent on the delivery of a waiver and release of claims by the Executive, and could occur in either of two calendar years, payment will occur in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6later calendar year.

Tax Compliance. Notwithstanding anything herein to the contrary: (a) The Company may withhold from Although Stream does not guarantee to Executive any amounts payable hereunder any amounts required particular tax treatment relating to the payments and benefits under this Agreement, it is intended that such payments and benefits be withheld under federalexempt from, state or local law and any other deductions authorized by Employee. The Company comply with, Section 409A of the Internal Revenue Code and the Employee agree that they will execute any regulations and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A guidance promulgated thereunder (together with any implementing regulations, collectively “Code Section 409A”) ), and all provisions of this Agreement shall be administered, interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code while preserving insofar as possible Section 409A. Notwithstanding any provision herein to the economic intent contrary, in no event shall Stream be liable for, or be required to indemnify Executive for, any liability of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) Executive for taxes or penalties under Code Section 409A.409. (b) For 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 409A409A and, the right for purposes of any such provision of this Agreement, references to a series “termination,” “termination of installment payments under this Agreement employment” or like terms shall be treated as a right to a series of separate paymentsmean “separation from service.” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (d) Notwithstanding anything Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 10 days following the contrary in date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Stream. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (f) Notwithstanding anything herein to the contrary, if Employee is Executive is, as of the date of termination, a “specified employee” as determined for purposes of Treas. Reg. § 1.409A-1(i), then any amount payable to Executive pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (Articles IV or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute VII hereof that is neither a “short-term deferral of compensation” within the meaning of Section 409A and canTreas. Reg. § 1.409A-1(b)(4) nor within the involuntary separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) will not be paid or provided in before the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which date that is payable during the first six months following Employeeafter the date of termination, or if earlier, the date of Executive’s “separation from service” shall death. Any payments to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Employee in a cash lump-sum Executive on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs orsuch date of termination, or if earlier, upon the Employeewithin 30 days of Executive’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided death to Employee her surviving spouse (or Employeeto her estate if Executive’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed spouse does not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iiisurvive her)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6.

Tax Compliance. (a) The Company Consistent with the terms of the Basic Servicing Agreement, the Servicer may withhold from waive, modify or vary any amounts payable hereunder term of any amounts required Mortgage Loan or consent to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor, provided that such waiver, modification postponement or indulgence is not material and, provided, further, that no such action will (A) change the provisions Mortgage Interest Rate on any Mortgage Loan, (B) defer or forgive the payment of Section 409A principal or interest of any Mortgage Loan, (together with any implementing regulations, “Section 409A”C) reduce or increase the outstanding principal balance of the Code while preserving insofar as possible Mortgage Loan (except for actual payments of principal) or (D) change the economic intent final maturity date of any Mortgage Loan, unless the respective provisionsServicer has determined, so after consultation with its counsel, that Employee will such modification would not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to “substantial modification” that would cause a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified deemed exchange under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b1001(a) of the Internal Revenue Code of 1986, as amended (the “Code; ”) or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by a Real Estate Mortgage Investment Conduit (2) a “REMIC”), as defined in the reimbursement Code. Notwithstanding the foregoing, if any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Basic Servicing Agreement, also may waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an eligible expense shall be made no later amount less than the end principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything Certificateholders. Anything to the contrary in this Agreementthe Basic Servicing Agreement notwithstanding, if Employee is the Servicer shall sell any REO Property in any event within three years after title has been taken to such REO Property. The Servicer shall use its best efforts to dispose of the REO Property as soon as possible. The Servicer shall not directly operate any REO Property, but shall employ an independent contractor to operate REO Property in accordance with the Code. Further, the Servicer shall not rent any REO Property (or allow any REO Property to be rented) or otherwise used for the production of income in such a “specified employee” as determined manner or pursuant to Section 409A any terms that would (i) cause such REO Property to fail to qualify as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensationforeclosure property” within the meaning of Section 409A and cannot be paid 860G(a)(8) of the Code or provided in (ii) subject any REMIC holding such REO Property to the manner provided herein without subjecting Employee to additional taximposition of any federal, interest state or penalties local income taxes on the income earned from such REO Property under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day 860G of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments Code or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6otherwise.

Tax Compliance. (a) The You acknowledge that the Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employeeyou. The Company You and the Employee Company agree that they each will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee you will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses ofyour expenses, or any provision of in-kind benefits to, the Employeeto you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is you are a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six (6) months following Employee’s your “separation from service” shall be paid or provided to Employee you in a cash lump-sum on the first business day of the seventh (7th) calendar month immediately following the month in which Employee’s your “separation from service” occurs or, if earlier, upon the Employee’s your death. In addition, any payments or benefits due hereunder upon a termination of Employee’s your employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee you (or Employee’s your estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation 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 Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Section 409A. To the extent that you are provided any consideration or revocation period operating as a precondition to your entitlement to a payment that extends, or by its terms could extend, beyond the current tax year, payment will be made in the later tax year to the extent required in order to comply with the provisions of Section 409A. Please sign where indicated below to confirm your agreement with the foregoing. Best regards, TEMPUR SEALY INTERNATIONAL, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President – Human Resources Agreement Confirmed: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx February 17, 2017 2014 Sign-on Grant RSU Award: 10,530 12/01/2014 RSU - EXEC: 10,530 RSUs RSUs will vest immediately as per the equity award agreement. 2015 Long-Term Incentive Grants Vested Stock Options: 5,486 02/27/2015 Non-Qualified 57.51 Exec 2013: 5,486 Outstanding Stock Options Options have a new expiration date of 02/27/2020, and are exercisable through this date. Unvested Stock Options: 10,972 02/27/2015 Non-Qualified 57.51 Exec 2013: 10,972 Unvested Stock Options Options will continue to vest according to original vesting schedule, and upon vesting will become exercisable through 02/27/2020. Options vest as follows: 02/27/17: 5,486 02/27/18: 5,486 PRSU Award: 11,359 02/27/2015 PRSU Exec: 11,359 PRSUs PRSUs remain outstanding, based on the extent to which the Performance Metrics for the Designated Period are achieved. Shares, if earned, will be issued during the first quarter of 2018. 2015 Special Aspirational Grant PRSU Award: 80,000 10/26/2015 PRSU-Project 650: 80,000 PRSUs PRSUs will be forfeited as of 02/28/2017 per grant agreement. 2016 Long-Term Incentive Grants RSU Award: 18,262 02/11/2016 RSU Exec: 18,262 RSUs RSUs will vest according to original vesting schedule RSUs vest as follows: 2/11/17: 4,566 (after 2016 positive profits metric has been deemed met) 2/11/18: 4,566 2/11/19: 4,565 2/11/20: 4,565 2016 Matching PRSU Grant PRSU Award: 8,800 05/20/2016 PRSU-Matching: 8,800 PRSUs PRSUs will be forfeited as of 02/28/2017 per grant agreement. 2016 Matching PRSU Grant PRSU Award: 7,000 06/17/2016 PRSU-Matching: 7,000 PRSUs PRSUs will be forfeited as of 02/28/2017 per grant agreement. 2017 Long-Term Incentive Grants Unvested Stock Options: 47,284 01/05/2017 Special Non-Qualified 69.50 Section 16 Officers: 47,284 Unvested Stock Options Options will be forfeited as of 02/28/2017 per grant agreement. RSU Award: 14,029 01/05/2017 RSU Section 16 Officers: 14,029 RSUs RSUs are pro-rated down based on full calendar months elapsed from the grant date to separation of employment. Pro-rated RSUs will vest according to original vesting schedule subject to satisfaction of the 2017 positive profits metric. RSUs are pro-rated as follows: As of 02/28/2017: 1,169 (1 full month pro-ration) 01/05/2018: 293 (after 2017 positive profits metric has been deemed met) 01/05/2019: 292 01/05/2020: 292 01/05/2021: 292 Note: Release of Claims Required. If there’s any discrepancy between this summary and the equity award agreements, the equity award agreements will govern. This Release and Waiver (the “Release”) is made and entered into by and between Xxx Xxxxxxxxx (the “Employee”) and Tempur Sealy International, Inc. (the “Company” or the “Employer”) effective as of February 15, 2017. As a condition precedent to receiving certain of the payments and benefits set forth in the Employment and Non-Competition Agreement by and between the Employee and the Company, dated as of December 1, 2014 (the “Employment Agreement”), as supplemented by the letter agreement dated as of February 15, 2017 between the Employee and the Company (the “Separation Agreement”), the Employee, for good and valuable consideration and intending to be legally bound, hereby agrees as follows:

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld It is intended that all of the benefits and payments under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may comply with, or be necessary to ensure compliance with exempt from, the provisions requirements of Section 409A of the Code. To the extent that any payments or benefits under this Agreement are subject to Section 409A of the Code, to the maximum extent applicable, this Agreement will be construed to comply, and administered in compliance, with Section 409A of the Code. (together with any implementing regulationsi) Notwithstanding anything in this Agreement to the contrary, if as of the Separation Date the Executive is a “specified employee” as defined in Section 409A”) 409A of the Code while preserving insofar as possible and the economic intent deferral of the respective provisions, so that Employee will not be subject commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax (including interest and penalties) under Section 409A.409A of the Code, then: (b1) 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 and with interest at the interest credit rate provided in the SPX Corporation Individual Account Retirement Plan) until the first business day of the seventh month following the Separation Date (or the earliest date as is permitted under Section 409A of the Code), and (2) if any other payments 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 to the extent that such 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. (ii) For purposes of Section 409A409A of the Code, (x) references herein to the Executive’s Separation Date, “termination of employment” or like reference shall refer to the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and (y) the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (diii) Notwithstanding anything to the contrary in this Agreementherein, if Employee is a “specified employee” as determined except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid of the Code: (x) the amount of expenses eligible for reimbursement or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or in-kind benefits provided to Employee the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in a cash lump-sum any other calendar year, (y) the Employer shall reimburse the Executive for expenses for which he is entitled to be reimbursed on or before the first business last day of the seventh calendar month immediately year following the month calendar year in which Employee’s “separation from service” occurs orthe applicable expense is incurred, if earlierand (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (iv) Notwithstanding anything in this Agreement to the contrary, upon neither the Employee’s deathCompany nor any of its affiliates, employees or representatives shall have any liability to the Executive with respect to any tax liabilities imposed on the Executive under Section 409A of the Code. In addition, the event that any payments or benefits due hereunder upon a termination of Employee’s employment which changes are a “deferral of compensation” within the meaning of made to Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in of the Code, this Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not amended to be a “deferral of compensation” the extent necessary to cause this Agreement to comply with such changes to such law. (v) If any payment or benefits subject to Section 409A to of the extent provided Code is contingent on the delivery of a waiver and release of claims by the Executive, and could occur in either of two calendar years, payment will occur in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6later calendar year.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Internal Revenue Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (f) The Company makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any Agent, on its own behalf and on behalf of the Corporation, will comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed by applicable United States, federal and New York State tax laws, regulations or administrative practice (b) with respect to payments on, or transfer or redemption of the Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the Warrants or the Purchase Contracts or (c) if specifically instructed by the Corporation, with respect to the issuance, delivery, holding, or exercise of rights (other than by payment, transfer or redemption) under the Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the Warrants or the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of, all amounts required to be withheld under federal, state to the appropriate taxing authority or local law and any other deductions authorized by Employeeits designated agent. The Company Corporation will provide to the Agent such information as it may reasonably request in order to comply with this Section. (b) The Agent shall comply with any direction received from the Corporation with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and the Employee agree that they will execute any and all amendments to may for purposes of this Agreement as they mutually agree rely on any such direction in good faith may be necessary to ensure compliance accordance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”6.01(b)(ii) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentshereof. (c) With respect to any reimbursement of expenses ofThe Agent shall maintain all appropriate records documenting compliance with such requirements, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, and shall make such reimbursement of expenses or provision of in-kind benefits shall be subject records available on request at reasonable times during normal business hours to the following conditions: (1) the expenses eligible for reimbursement Corporation or the amount of in-kind benefits provided to their authorized representatives duly authorized in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitwriting. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “Unless otherwise specified employee” as determined pursuant to Section 409A as 2.03, the portion of the date issue price of Employee’s “separation from service” as defined in Treasury Regulation any Units of any series consisting of Debt Securities and Purchase Contracts allocable to such Debt Securities shall equal the principal amount payable at maturity of such Debt Securities. Unless otherwise specified pursuant to Section 1.409A-1(h) (or 2.03, the portion of the issue price of any successor regulation) Units of any series consisting of Debt Securities and if any payments or entitlements provided for in this Agreement constitute a “deferral Warrants allocable to such Debt Securities shall equal the portion of compensation” within the meaning of Section 409A and cannot be paid or provided issue price that is in the manner provided herein without subjecting Employee same proportion to additional taxsuch issue price as the fair market value of such Debt Securities bears to the aggregate fair market value of such Debt Securities and Warrants, interest taken as a whole. The Corporation and the Holders agree not to file any tax returns, or penalties under Section 409Atake a position with any tax authority, then any such payment or entitlement which that is payable during inconsistent with the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day characterization of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee Debt Securities as debt. (or Employee’s estatee) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject Unless otherwise specified pursuant to Section 409A 2.03, the Corporation by the issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in the absence of any applicable administrative ruling or judicial determination to the extent provided in contrary) treat the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) Securities that constitute any Unit as separate securities and (b)(9) (“separation pay plans,” including to file all United States federal, state and local tax returns consistent with the exception under subparagraph (iii)) and other applicable provisions treatment of Treasury Regulation Section 1.409A-1 – A-6such Unit as constituted by separate securities.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any Agent, on its own behalf and on behalf of the Corporation, will comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed by applicable United States, federal and New York State tax laws, regulations or administrative practice (i) with respect to payments on, or transfer or redemption of the Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the Warrants or the Purchase Contracts or (ii) if specifically instructed by the Corporation, with respect to the issuance, delivery, holding, or exercise of rights (other than by payment, transfer or redemption) under the Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the Warrants or the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of, all amounts required to be withheld under federal, state to the appropriate taxing authority or local law and any other deductions authorized by Employeeits designated agent. The Company Corporation will provide to the Agent such information as it may reasonably request in order to comply with this Section. (b) The Agent shall comply with any direction received from the Corporation with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and the Employee agree that they will execute any and all amendments to may for purposes of this Agreement as they mutually agree rely on any such direction in good faith may be necessary to ensure compliance accordance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”6.01(b)(ii) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentshereof. (c) With respect to any reimbursement of expenses ofThe Agent shall maintain all appropriate records documenting compliance with such requirements, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, and shall make such reimbursement of expenses or provision of in-kind benefits shall be subject records available on request at reasonable times during normal business hours to the following conditions: (1) the expenses eligible for reimbursement Corporation or the amount of in-kind benefits provided to their authorized representatives duly authorized in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitwriting. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “Unless otherwise specified employee” as determined pursuant to Section 409A as 2.03, the portion of the date issue price of Employee’s “separation from service” as defined in Treasury Regulation any Units of any series consisting of Debt Securities and Purchase Contracts allocable to such Debt Securities shall equal the principal amount payable at maturity of such Debt Securities. Unless otherwise specified pursuant to Section 1.409A-1(h) (or 2.03, the portion of the issue price of any successor regulation) Units of any series consisting of Debt Securities and if any payments or entitlements provided for in this Agreement constitute a “deferral Warrants allocable to such Debt Securities shall equal the portion of compensation” within the meaning of Section 409A and cannot be paid or provided issue price that is in the manner provided herein without subjecting Employee same proportion to additional taxsuch issue price as the fair market value of such Debt Securities bears to the aggregate fair market value of such Debt Securities and Warrants, interest taken as a whole. The Corporation and the Holders agree not to file any tax returns, or penalties under Section 409Atake a position with any tax authority, then any such payment or entitlement which that is payable during inconsistent with the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day characterization of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee Debt Securities as debt. (or Employee’s estatee) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject Unless otherwise specified pursuant to Section 409A 2.03, the Corporation by the issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in the absence of any applicable administrative ruling or judicial determination to the extent provided in contrary) treat the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) Securities that constitute any Unit as separate securities and (b)(9) (“separation pay plans,” including to file all United States federal, state and local tax returns consistent with the exception under subparagraph (iii)) and other applicable provisions treatment of Treasury Regulation Section 1.409A-1 – A-6such Unit as constituted by separate securities.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Section 409A of the Code (together with any implementing regulations, “Section 409A”), as well as other tax related laws and regulations to the extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Addendum or the Original Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the Company be liable for any taxes, interest, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the Code while preserving insofar as possible amounts eligible for reimbursement in any other calendar year, to the economic intent of the respective provisions, so that Employee will not be extent subject to any tax (including interest and penalties) under Section 409A. (b) For purposes the requirements of Section 409A, the and no such right to a series of installment payments under this Agreement shall be treated as a reimbursement or right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. (d) Notwithstanding anything . For purposes of Section 409A, each payment in a series of installment payments, if any, provided under this Addendum or the Original Agreement shall be treated as a separate payment. Any payments under this Addendum or the Original 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 contrary in maximum extent possible. Any payments to be made under this Agreement, Addendum or the Original Agreement upon a termination of employment shall only be made if Employee is such termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute Addendum to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under this Addendum, Executive’s Original Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1(including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Addendum for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6. (e) The payment of any amounts otherwise payable on account of termination of employment under this Agreement which constitute deferred compensation within the meaning of Section 409A and which are subject (among other conditions, if any) to a release of claims may be delayed at the discretion of the Company for up to sixty (60) days following termination of employment, without regard to whether or when Employee’s release is delivered and becomes irrevocable (an “Effective Release”). Regardless of any payment, however, all such amounts remain conditioned on an Effective Release such that if Employee fails to deliver (or revokes) his or his release he or she will forfeit and must immediately return such amounts on the Company’s demand.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – - A-6.. [Remainder of Page Intentionally Left Blank]

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Internal Revenue Code Section 409A of the Internal Revenue Code of 1986 (together with any implementing regulations, “Section 409A”), as amended, as well as other tax related laws and regulations to the extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the Company be liable for any taxes, interest, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the Code while preserving insofar as possible amounts eligible for reimbursement in any other calendar year, to the economic intent extent subject to the requirements of the respective provisionsSection 409A, so that Employee will not and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any tax (including interest and penalties) under Section 409A. (b) other benefit. For purposes of Section 409A, the right to each payment in a series of installment payments payments, if any, provided under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified payment. Any payments under this Agreement, such reimbursement of expenses Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or provision of inas a short-kind benefits term deferral shall be subject excluded from Section 409A to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred maximum extent possible. Any payments to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end under this Agreement upon a termination of the year after the year in which employment shall only be made if such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under his Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions 21 under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Agreement for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts has timely (i) filed with the appropriate governmental authorities all material Tax Returns required to be withheld under federalfiled by it, state and such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full or local law and any other deductions authorized by Employeereserved in accordance with generally accepted accounting principles on the Company Financial Statements all material Taxes required to be paid. The Company has not requested an extension of time within which to file a material Tax Return, which has not been since filed, unless as set forth on Section 5.11(a) of the Company Disclosure Schedule. There are no liens for Taxes upon any property or asset of the Company, other than liens for Taxes not yet due and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree payable or Taxes contested in good faith may be necessary by appropriate proceedings or that are otherwise not material and reserved against in accordance with generally accepted accounting principles. No deficiency with respect to ensure compliance Taxes has been proposed, asserted or assessed in writing against the Company, which has not been fully paid or adequately reserved or reflected in the Company Financial Statements, and there are no material unresolved issues of law or fact arising out of a written notice of a deficiency, proposed deficiency or assessment from the Internal Revenue Service or any other governmental taxing authority with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) respect to Taxes of the Code while preserving insofar as possible the economic intent Company. The Company has not agreed to an extension of the respective provisionstime with respect to a Tax deficiency, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A.other than extensions which are no longer in effect. (b) For purposes The Company has not received (A) notice from any federal taxing authority of its intent to examine or audit any of the Company’s or any of its Subsidiaries’ Tax Returns or (B) notice from any state taxing authority of its intent to examine or audit any of the Company’s or any of its Subsidiaries’ Tax Returns, other than notices with respect to examinations or audits by any state taxing authority that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is not a party to any agreement providing for the allocation or sharing of Taxes with any entity other than agreements the consequences of which are fully and adequately reserved for in the Company Financial Statements. The Company has been a USRPHC within the meaning of Code Section 409A, 897(c)(2) during the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsfive-year period ending on the date hereof. (c) With The Company and each of its Subsidiaries has withheld and paid or will pay on a timely basis each material Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other party, excluding the so-called FIRPTA toll charge, if any, due pursuant to Section 897 of the Code and the Income Tax Regulations thereunder and IRS Notice 89-85 and 2006-46 (“FIRPTA Toll Charges”), and materially complied with all information reporting and backup withholding provisions of applicable law. The Company represents and warrants that neither the Company nor any of its Subsidiaries will make any payment of FIRPTA Toll Charges that may be due or owing with respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under transactions contemplated by this Agreement, such reimbursement it being expressly agreed and understood that Dome AB will be solely responsible for full payment of expenses any and all FIRPTA Toll Charges that may be due or provision of in-kind benefits shall be subject owing with respect to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefittransactions contemplated by this Agreement. (d) Notwithstanding anything Since December 31, 2012, neither the Company nor any of its Subsidiaries has entered into an agreement or waiver extending any statute of limitations relating to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which collection of a material amount of Taxes, nor is payable during any request for such a waiver or extension pending. (e) Neither the first six months following Employee’s “separation from service” shall be paid Company nor any of its Subsidiaries is the subject of or provided to Employee bound by any material private letter ruling, technical advice memorandum, dosing agreement or similar material ruling, memorandum of agreement with any taxing authority. (f) Neither the Company nor its Subsidiaries has entered into, has any liability in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs orrespect of, if earlier, upon the Employee’s death. In additionor has any filing obligations with respect to, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from servicereportable transactions,” as defined in Section 409A. Finally1.6011-4(b)(l) of the Treasury Regulations. (g) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the purposes Closing Date as a result of this Agreement, amounts payable any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 3.2 shall be deemed not to be a 481(c) of the Code (or any corresponding or similar provision of state, local or foreign Tax law), (ii) “deferral closing agreement” as described in Section 7121 of compensation” subject to Section 409A the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the extent provided Closing Date, or (iii) deferred intercompany gain or excess loss account described in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) Regulations under Section 1502 of the Code (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iiior any corresponding or similar provision of state, local or foreign Tax law)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “"Section 409A”") of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A.409A. Tempur-Pedic International Inc. 0000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000-0000 Phone (000) 000-0000 xxx.xxxxxxxxxxx.xxx (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind in­-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1I) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind in-­kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “"specified employee” " as determined pursuant to Section 409A as 409Aas of the date of Employee’s “'s "separation from service” " as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “"deferral of compensation” " within the meaning of Section 409A and 409Aand cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, ,then any such payment or entitlement which is payable during the first six (6) months following Employee’s “'s "separation from service” " shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “'s "separation from service” " occurs or, if earlier, upon the Employee’s 's death. In addition, any payments or benefits due hereunder upon a termination of Employee’s 's employment which are a “"deferral of compensation” " within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s 's estate) upon a “"separation from service” " as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 3.3 shall be deemed not to be a “"deferral of compensation” " subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“"short-term deferrals”") and (b)(9) (“"separation pay plans,” " including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – - A-6. (e) To the extent that Section 409A would apply to any payments under this Agreement that are contingent on Employee delivering a release and the release becoming effective, if the 90-day period during which Employee must deliver the release begins in one calendar year and ends in another calendar year, then the payments subject to Section 409A will always occur or commence in the later calendar year Tempur-Pedic International Inc. 0000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000-0000 Phone (000) 000-0000 xxx.xxxxxxxxxxx.xxx

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and Notwithstanding any other deductions authorized by Employee. The Company provision herein: the Parties hereto intend that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the Employee agree that they will execute any regulations and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A guidance promulgated thereunder (together with any implementing regulationscollectively, “Section 409A”) of and, accordingly, to the Code while preserving insofar as possible the economic intent of the respective provisionsmaximum extent permitted, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as interpreted to be exempt therefrom, and the Company and Employee may mutually adopt such amendments to the Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to make any payment hereunder exempt from or compliant with Section 409A; provided that, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A; whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company; and Employee shall have no right to a series determine, directly or indirectly, the year of separate payments. (c) With respect any payment subject to Section 409A. Notwithstanding any reimbursement of expenses of, or any other provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if any payment or benefit provided to the Employee is a “specified employee” as determined pursuant to Section 409A as of in connection with the date of Employee’s termination of employment is determined to constitute “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning of Section 409A and canthe Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during until the first six months payroll date following Employee’s “separation from service” shall be paid or provided to Employee in a cash lumpthe six-sum on the first business day month anniversary of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs Separation Date or, if earlier, upon on the Employee’s deathdeath (the “Specified Employee Payment Date”). In additionThe 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 thereafter, any remaining payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided paid without delay in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6accordance with their original schedule.

Tax Compliance. Although the Company makes no guarantee with respect to the treatment of payments or benefits under this Restated Agreement and shall not be responsible in any event with regard to this Restated Agreement’s compliance with Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A regulations or official guidance relating thereto (together with any implementing regulationscollectively, “Section 409A”) of ), this Restated Agreement is intended to comply with the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes applicable requirements of Section 409A, the right to a series of installment payments under this Agreement 409A and shall be treated construed and interpreted in a manner so as a right to a series of separate payments. (c) With respect to comply therewith. Notwithstanding any reimbursement of expenses of, or any other provision of in-kind benefits to, the Employee, as specified under in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject Restated Agreement to the following conditions: (1) the contrary, all expenses eligible for reimbursement or hereunder shall be paid to you promptly in accordance with the amount Company’s customary practices (if any) applicable to the reimbursement of in-kind benefits provided expenses of such type, but in one taxable any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The expenses incurred by you in any calendar year that are eligible for reimbursement under this Restated Agreement shall not affect the expenses incurred by you in any other calendar year that are eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the hereunder. Your right to receive any reimbursement or in-kind benefits hereunder shall not be subject to liquidation or exchange for another any other benefit. (d) . Notwithstanding anything any other provision of this Restated Agreement to the contrary in this Agreementcontrary, if Employee is you are a “specified employee” as determined pursuant to Section 409A as of on the date of Employee’s any “separation from service” and you become entitled to receive payments as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if a result of such separation from service, then you shall not receive any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of that are subject to Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during until the first six months following Employee’s day of the seventh month thereafter, and any payments otherwise due prior to such date shall be delayed and paid during such seventh month. The terms “specified employee” and “separation from service” shall be paid or provided to Employee in a cash lump-sum on have the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined meanings set forth in Section 409A. FinallyThis provision shall apply at any time during which the Company or any member of the Company’s control group of businesses (which are aggregated with the Company under Code Section 409A(d)(6)) has publicly-traded stock, for and shall cease to be effective on the purposes date that no such member of the Company’s control group of businesses has publicly-traded stock. Notwithstanding anything contained in this AgreementRestated Agreement to the contrary, amounts payable each and every payment made under Section 3.2 this Restated Agreement or otherwise shall be deemed treated as a separate payment and not to be as a “deferral series of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6payments.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Section 409A of the Code (together with any implementing regulations, “Section 409A”) as well as other tax related laws and regulations to the extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Addendum or the Code while preserving insofar as possible Original Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the economic intent Company be liable for any taxes, interest, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the respective provisionsamounts eligible for reimbursement in any other calendar year, so that Employee will not be to the extent subject to any tax (including interest and penalties) under Section 409A. (b) For purposes the requirements of Section 409A, the and no such right to a series of installment payments under this Agreement shall be treated as a reimbursement or right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another any other benefit. (d) Notwithstanding anything . For purposes of Section 409A, each payment in a series of installment payments, if any, provided under this Addendum or the Original Agreement shall be treated as a separate payment. Any payments under this Addendum or the Original 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 contrary in maximum extent possible. Any payments to be made under this Agreement, Addendum or the Original Agreement upon a termination of employment shall only be made if Employee is such termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute Addendum to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under this Addendum, Executive’s Original Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1(including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Addendum for such payment or benefit.

Tax Compliance. 26.1 WEPCo represents and warrants to the Participants that at the date of this Agreement, it has notified the Participants in writing of any Occasions of Tax Non-Compliance and any litigation in connection with any Occasions of Tax Non-Compliance that it or, so far as it is aware having made reasonable enquiries, any of the Shareholders (other than WGCo) is involved in. 26.2 If at any time an Occasion of Tax Non-Compliance occurs in relation to it or any Shareholder other than WGCo (a "Non-Compliant Shareholder"), WEPCo shall: 26.2.1 notify the Participants in writing of such fact within five (5) Business Days of it becoming aware of that occurrence; and 26.2.2 provide to the Participants: (a) The Company promptly, and in any event within twenty (20) Business Days of its becoming aware of that occurrence, details of the steps which it, or as the case may withhold be, the Non-Compliant Shareholder is taking to address the Occasion of Tax Non- Compliance and to prevent the same from any amounts payable hereunder any amounts required to be withheld under federalrecurring, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so mitigating factors that Employee will not be subject to any tax it considers relevant (including interest and penalties) under Section 409A.together "Proposed Mitigating Measures"); and (b) For purposes such other information in relation to the Occasion of Section 409ATax Non-Compliance as the Participants may reasonably require within five (5) Business Days of receipt of notice from the Participants to do so. 26.3 The Participants will notify WEPCo in writing if the Proposed Mitigating Measures are acceptable to it, in its reasonable opinion, within fifteen (15) Business Days of receipt of all information required to be provided in accordance with Clause 26.2. 26.4 Where the Participants have notified WEPCo that the Proposed Mitigating Measures are not acceptable, the right Participants may, in that notice, request that WEPCo provides details of further measures it, or as the case may be, the Non-Compliant Shareholder, would take to prevent the same from recurring, together with any further mitigating factors that it considers relevant. Within twenty (20) Business Days of receipt of a series notice from the Participants requesting further measures, WEPCo will either provide details of installment payments under this Agreement shall be treated the further measures it, or as a right the case may be, the Non-Compliant Shareholder, is willing to a series of separate paymentstake or notify the Participants that it is not willing to take further measures. The Participants will consider any further measures proposed by WEPCo and notify WEPCo within fifteen (15) Business Days if those further measures, taken together with the Proposed Mitigating Measures, are acceptable to the Participants, acting reasonably. 26.5 If: 26.5.1 the warranty by WEPCo contained in Clause 26.1 is untrue and Proposed Mitigating Measures are not agreed in accordance with Clauses 26.3 to 26.4 (c) With respect inclusive); and/or 26.5.2 WEPCo commits a material breach of its obligation to notify the Participants of any reimbursement Occasion of expenses of, Tax Non-Compliance and / or any provision WEPCo fails to provide details of inProposed Mitigating Measures each as required by Clause 26.2; and/or 26.5.3 the Participants otherwise becomes aware that an Occasion of Tax Non-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses Compliance has occurred in relation to WEPCo or provision of in-kind benefits shall be subject to the following conditions: a Shareholder (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iiiWGCo)) and other applicable provisions WEPCo fails to provide details of Treasury Regulation Section 1.409A-1 – A-6.Proposed Mitigating Measures within twenty (20) Business Days of its being required by the Participants to do so; and/or 26.5.4 the Participants notify WEPCo under Clause 26.4 that the Proposed Mitigating Measures are not acceptable and, if WEPCo is requested to provide details of further measures pursuant to Clause 26.4 the further measures (if any) are not acceptable to the Participants, in its reasonable opinion and the Participants notify WEPCo to that effect; and / or 26.5.5 in any such case WEPCo fails to implement, or procure the implementation by a Non- Compliant Shareholder of, any Proposed Mitigating Measures agreed to by the Participants in any material respect (including as to timetable), (a) where the Occasion of Tax Non-Compliance has occurred in relation to WEPCo, a notice under Clause 23.1.12; and (b) where the Occasion of Tax Non-Compliance has occurred in relation to a Shareholder, a notice under Clause 26.6 (

Tax Compliance. (ai) The Company may withhold from any amounts payable hereunder any amounts has timely (i) filed with the appropriate governmental authorities all material Tax Returns required to be withheld under federalfiled by it, state and such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full or local law and any other deductions authorized by Employeereserved in accordance with generally accepted accounting principles on the Company Financial Statements all material Taxes required to be paid. The Company has not requested an extension of time within which to file a material Tax Return, which has not been since filed, unless as set forth on Section 3(p) of the Company Disclosure Schedule. There are no liens for Taxes upon any property or asset of the Company, other than liens for Taxes not yet due and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree payable or Taxes contested in good faith may be necessary by appropriate proceedings or that are otherwise not material and reserved against in accordance with generally accepted accounting principles. No deficiency with respect to ensure compliance Taxes has been proposed, asserted or assessed in writing against the Company, which has not been fully paid or adequately reserved or reflected in the Company Financial Statements, and there are no material unresolved issues of law or fact arising out of a written notice of a deficiency, proposed deficiency or assessment from the Internal Revenue Service or any other governmental taxing authority with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) respect to Taxes of the Code while preserving insofar as possible the economic intent Company. The Company has not agreed to an extension of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right time with respect to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsTax deficiency, other than extensions which are no longer in effect. (cii) With The Company has not received (A) notice from any federal taxing authority of its intent to examine or audit any of the Company’s or any of its Subsidiaries’ Tax Returns or (B) notice from any state taxing authority of its intent to examine or audit any of the Company’s or any of its Subsidiaries’ Tax Returns, other than notices with respect to examinations or audits by any reimbursement of expenses of, or state taxing authority that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is not a party to any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement agreement providing for the reimbursement allocation or sharing of expenses referred to in Section 105(b) Taxes with any entity other than agreements the consequences of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; are fully and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided adequately reserved for in this Agreement constitute the Company Financial Statements. The Company has been a “deferral of compensation” USRPHC within the meaning of Code Section 409A 897(c)(2) during the five-year period ending on the date hereof. (iii) The Company and cannot be each of its Subsidiaries has withheld and paid or provided will pay on a timely basis each material Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other party, and materially complied with all information reporting and backup withholding provisions of applicable law. (iv) Since December 31, 2012, neither the manner provided herein without subjecting Employee Company nor any of its Subsidiaries has entered into an agreement or waiver extending any statute of limitations relating to additional tax, interest or penalties under Section 409A, then any such the payment or entitlement which collection of a material amount of Taxes, nor is payable during any request for such a waiver or extension pending. (v) Neither the first six months following Employee’s “separation from service” shall be paid Company nor any of its Subsidiaries is the subject of or provided to Employee bound by any material private letter ruling, technical advice memorandum, dosing agreement or similar material ruling, memorandum of agreement with any taxing authority. (vi) Neither the Company nor its Subsidiaries has entered into, has any liability in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs orrespect of, if earlier, upon the Employee’s death. In additionor has any filing obligations with respect to, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from servicereportable transactions,” as defined in Section 409A. Finally1.6011-4(b)(l) of the Treasury Regulations. (vii) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the purposes Closing Date as a result of this Agreement, amounts payable any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 3.2 shall be deemed not to be a 481(c) of the Code (or any corresponding or similar provision of state, local or foreign Tax law), (ii) “deferral closing agreement” as described in Section 7121 of compensation” subject to Section 409A the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the extent provided Closing Date, or (iii) deferred intercompany gain or excess loss account described in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax law). (viii) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that would be reasonably likely to prevent the Reorganization from qualifying as a as a tax-free transaction under Section 351of the Code. (“short-term deferrals”ix) The Company has made available to the Parent correct and complete copies of (i) all U.S. federal income Tax Returns of the Company and its Subsidiaries relating to taxable periods ending on or after December 31, 2013, filed through the date hereof and (b)(9ii) any material audit report within the last three years relating to any material Taxes due from or with respect to the Company or any of its Subsidiaries. (“separation pay plans,” including x) No jurisdiction where the exception Company or any of its Subsidiaries does not file a Tax Return has made a Claim that the Company or any of its Subsidiaries is required to file a Tax Return for a material amount of Taxes for such jurisdiction. (xi) Within the last three years, neither the Company nor any of its Subsidiaries has owned any material assets located outside the United States or conducted a material trade or business outside the United States. (xii) Except as set forth in Section 3(p) of the Company Disclosure Schedule, all of the transactions which the Company has accounted for as xxxxxx under subparagraph (iii)) and other applicable provisions of SFAS 133 have also been treated as hedging transactions for federal income Tax purposes pursuant to Treasury Regulation Section 1.409A-1 – A-61.1221-2 and have been properly identified as such under Treasury Regulation Section 1.1221-2(1).

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Internal Revenue Code Section 409A of the Internal Revenue Code of 1986 (together with any implementing regulations, “Section 409A”), as amended, as well as other tax related laws and regulations to the extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the Company be liable for any taxes, interest, penalties or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the Code while preserving insofar as possible amounts eligible for reimbursement in any other calendar year, to the economic intent extent subject to the requirements of the respective provisionsSection 409A, so that Employee will not and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any tax (including interest and penalties) under Section 409A. (b) other benefit. For purposes of Section 409A, the right to each payment in a series of installment payments payments, if any, provided under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified payment. Any payments under this Agreement, such reimbursement of expenses Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or provision of inas a short-kind benefits term deferral shall be subject excluded from Section 409A to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred maximum extent possible. Any payments to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end under this Agreement upon a termination of the year after the year in which employment shall only be made if such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute to the contrary, if on the date of his termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a connection with his termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive's employment (whether under his Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employee’s estatea) upon a the date which is six months and one day after Executive's “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive's death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Agreement for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state It is the intention of the parties that no payment or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments entitlement pursuant to this Agreement as they mutually agree in good faith may be necessary will give rise to ensure compliance with the provisions of any adverse tax consequences pursuant to Code Section 409A and the regulations and guidance promulgated thereunder (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) ). For purposes of Section 409A, each of the right to a series payments that may be made under this Agreement are designated as separate payments. It is intended that the provisions of installment payments under this Agreement comply with, or be exempt from, Section 409A, and all provisions of this Agreement shall be treated as construed and interpreted in a right manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for him or his account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any Affiliate shall have any obligation to a series of separate payments. indemnify or otherwise hold the Executive (c) With respect to any reimbursement of expenses of, or any provision beneficiary) harmless from any or all of in-kind benefits to, such taxes or penalties. Notwithstanding anything in the Employee, as specified under Plan or this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject Agreement to the following conditions: (1) contrary, in the expenses eligible for reimbursement or event that the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred Executive is deemed to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments that are “deferred compensation” subject to Section 409A and cannot be paid or provided in that are made by reason of the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following EmployeeExecutive’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided made to Employee the Executive prior to the date that is six (or Employee’s estate6) upon a months after the date of his “separation from service” as defined or, if earlier, the Executive’s date of death. Immediately following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum. If any payment subject to Section 409A. Finally409A is contingent on the delivery of a release by the Executive and could occur in either of two calendar years, the payment will occur in the later calendar year. In addition, for the purposes of this Agreement, with respect to payments of any amounts payable under Section 3.2 shall be deemed not that are considered to be a “deferral of deferred compensation” subject to Section 409A 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions requirements of Treasury Regulation Section 1.409A-1 – A-6.409A.

Tax Compliance. (a) The You acknowledge that the Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employeeyou. The Company You and the Employee Company agree that they each will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee you will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses ofyour expenses, or any provision of in-kind benefits to, the Employeeto you, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is you are a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee you to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six (6) months following Employee’s your “separation from service” shall be paid or provided to Employee you in a cash lump-sum on the first business day of the seventh (7th) calendar month immediately following the month in which Employee’s your “separation from service” occurs or, if earlier, upon the Employee’s your death. In addition, any payments or benefits due hereunder upon a termination of Employee’s your employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee you (or Employee’s your estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation 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 Treasury Regulation Section 1.409A-1 – A-6. (e) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Section 409A. To the extent that you are provided any consideration or revocation period operating as a precondition to your entitlement to a payment that extends, or by its terms could extend, beyond the current tax year, payment will be made in the later tax year to the extent required in order to comply with the provisions of Section 409A. Please sign where indicated below to confirm your agreement with the foregoing. Best regards, TEMPUR SEALY INTERNATIONAL, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chairman and CEO Agreement Confirmed: /s/ X. Xxxxxxx Xxxxx March 10, 2016

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required All compensation paid to be withheld under federalExecutive is intended to, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance is reasonably believed to, comply with the provisions of Internal Revenue Code Section 409A (together with any implementing regulations, “Section 409A”) of the Internal Revenue Code while preserving insofar of 1986, as possible amended, as well as other tax related laws and regulations to the economic intent extent it does not fall into any applicable exclusion, and shall be interpreted and construed consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the terms of this Agreement (and any compensation payable thereunder) comply with Section 409A, and in no event shall the respective provisionsCompany be liable for any taxes, so interest, penalties or other expenses that Employee will not may be incurred by Executive on account of non-compliance with Section 409A. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any tax (including interest and penalties) under Section 409A. (b) other benefit. For purposes of Section 409A, the right to each payment in a series of installment payments payments, if any, provided under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified payment. Any payments under this Agreement, such reimbursement of expenses Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or provision of inas a short-kind benefits term deferral shall be subject excluded from Section 409A to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred maximum extent possible. Any payments to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end under this Agreement upon a termination of the year after the year in which employment shall only be made if such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is termination of employment constitutes a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation under Section 1.409A-1(h) (or 409A. Notwithstanding the foregoing and any successor regulation) and if any payments or entitlements provided for provision in this Agreement constitute to the contrary, if on the date of Executive’s termination of employment, Executive is deemed to be a “deferral of compensationspecified employee” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or benefit provided to Employee Executive in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employeeconnection with Executive’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a is determined to constitute “deferral of nonqualified deferred compensation” within the meaning of Section 409A 409A, then such payment or benefit due upon, or within the six-month period following, a termination of Executive’s employment (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A-1 (including, without limitation, payments that constitute “separation pay” within the meaning of Section 409A), shall only be payable paid or provided to Employee Executive in a lump sum on the earlier of (or Employeea) the date which is six months and one day after Executive’s estate) upon a “separation from service” (as such term is defined in Section 409A. Finally409A) for any reason other than death, for and (b) the purposes date of this AgreementExecutive’s death, amounts payable under Section 3.2 and any remaining payments and benefits shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent paid or provided in accordance with the exceptions payment dates specified in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6this Agreement for such payment or benefit.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “Section 409A”) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – - A-6.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts required to be withheld under federal, state or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A (together with any implementing regulations, “"Section 409A”") of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind in­-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1I) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind in-­kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a “"specified employee” " as determined pursuant to Section 409A as of the date of Employee’s “'s "separation from service” " as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “"deferral of compensation” " within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “'s "separation from service” " shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “'s "separation from service” " occurs or, if earlier, upon the Employee’s 's death. In addition, any payments or benefits due hereunder upon a termination of Employee’s 's employment which are a “"deferral of compensation” " within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s 's estate) upon a “"separation from service” " as defined in Section 409A. Finally, for the purposes of this Agreement, amounts payable under Section 3.2 shall be deemed not to be a “"deferral of compensation” " subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(41.409A-1(b)( 4) (“"short-term deferrals”") and (b)(9) (“"separation pay plans,” " including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6-A-6.

Tax Compliance. (a) The Company may or any of its applicable affiliates shall withhold from any amounts payable hereunder any amounts under this Agreement such federal, state or local taxes as shall be required to be withheld under federalany applicable law or regulation and other required or applicable deductions. If and to the extent any portion of any payment, state compensation or local law and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments benefit provided to this Agreement you in connection with your separation from service (as they mutually agree defined in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (together with any implementing regulations, “Section 409A”)) of the Code while preserving insofar as possible the economic intent of the respective provisions, so that Employee will not be subject is determined to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (c) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) Notwithstanding anything to the contrary in this Agreement, if Employee is a constitute “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning of Section 409A and canyou 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. For purposes of this Agreement, each amount to be paid or benefit to be provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under shall be construed as a separate identified payment for purposes of Section 409A, then any such payment or entitlement which is payable during the first six months following Employee’s “separation from service” shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs or, if earlier, upon the Employee’s death. In addition, and any payments or benefits that are due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from serviceshort 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. FinallyThis Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, for to the purposes of this Agreementextent practicable, amounts payable be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 3.2 409A if and to the extent required to comply with Section 409A. In any event, neither the Company nor any of its affiliates makes any representations or warrant and shall be deemed not have no liability to be a “deferral you or any other person if any provisions of compensation” or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions conditions of Treasury Regulation Section 1.409A-1 – A-6that section.

Tax Compliance. (a) The Company may withhold from any amounts payable hereunder any amounts PEDEVCO has timely (i) filed with the appropriate governmental authorities all material Tax Returns required to be withheld under federalfiled by it, state and such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full or local law reserved in accordance with generally accepted accounting principles on the PEDEVCO Financial Statements all material Taxes required to be paid. PEDEVCO has not requested an extension of time within which to file a material Tax Return, which has not been since filed, unless as set forth on Section 4.12(a) of the PEDEVCO Disclosure Schedule. There are no liens for Taxes upon any property or asset of PEDEVCO, other than liens for Taxes not yet due and any other deductions authorized by Employee. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree payable or Taxes contested in good faith may by appropriate proceedings or that are otherwise not material and reserved against in accordance with generally accepted accounting principles. No deficiency with respect to Taxes has been proposed, asserted or assessed in writing against PEDEVCO, which has not been fully paid or adequately reserved or reflected in the PEDEVCO SEC Reports, and there are no material unresolved issues of law or fact arising out of a notice of a deficiency, proposed deficiency or assessment from the Internal Revenue Service or any other governmental taxing authority with respect to Taxes of PEDEVCO. PEDEVCO has not agreed to an extension of time with respect to a Tax deficiency, other than extensions which are no longer in effect. (b) PEDEVCO has not received (A) notice from any federal taxing authority of its intent to examine or audit any of PEDEVCO’s or any of its Subsidiaries’ Tax Returns or (B) notice from any state taxing authority of its intent to examine or audit any of PEDEVCO’s or any of its Subsidiaries’ Tax Returns, other than notices with respect to examinations or audits by any state taxing authority that have not had and would not reasonably be necessary expected to ensure compliance have a PEDEVCO Material Adverse Effect. PEDEVCO is not a party to any agreement providing for the allocation or sharing of Taxes with any entity other than agreements the provisions consequences of which are fully and adequately reserved for in the PEDEVCO Financial Statements. PEDEVCO has been a United States real property holding corporation within the meaning of Section 409A (together with any implementing regulations, “Section 409A”897(c)(2) of the Code while preserving insofar as possible during the economic intent of five-year period ending on the respective provisions, so that Employee will not be subject to any tax (including interest and penalties) under Section 409A. (b) For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsdate hereof. (c) With respect Each PEDEVCO Entity has withheld and paid each material Tax required to have been withheld and paid in connection with amounts paid or owing to any reimbursement employee, independent contractor, creditor, shareholder or other party, and materially complied with all information reporting and backup withholding provisions of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitapplicable law. (d) Notwithstanding anything No PEDEVCO Entity has entered into an agreement or waiver extending any statute of limitations relating to the contrary in this Agreement, if Employee is a “specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A, then any such payment or entitlement which collection of a material amount of Taxes, nor is payable during any request for such a waiver or extension pending. (e) No PEDEVCO Entity is the first six months following Employee’s “separation from service” shall be paid subject of or provided to Employee bound by any material private letter ruling, technical advice memorandum, closing agreement or similar material ruling, memorandum of agreement with any taxing authority. (f) No PEDEVCO Entity has entered into, has any liability in a cash lump-sum on the first business day of the seventh calendar month immediately following the month in which Employee’s “separation from service” occurs orrespect of, if earlier, upon the Employee’s death. In additionor has any filing obligations with respect to, any payments or benefits due hereunder upon a termination of Employee’s employment which are a “deferral of compensation” within the meaning of Section 409A shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from servicereportable transactions,” as defined in Section 409A. Finally1.6011-4(b)(I) of the U.S. Treasury Regulations. (g) No PEDEVCO Entity will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the purposes Closing Date as a result of this Agreement, amounts payable any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 3.2 shall be deemed not to be a 481(c) of the Code (or any corresponding or similar provision of state, local or foreign Tax law), (ii) “deferral closing agreement” as described in Section 7121 of compensation” subject to Section 409A the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the extent provided Closing Date, or (iii) deferred intercompany gain or excess loss account described in the exceptions in U.S. Treasury Regulation Sections 1.409A-1(b)(4) Regulations under Section 1502 of the Code (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iiior any corresponding or similar provision of state, local or foreign Tax law)) and other applicable provisions of Treasury Regulation Section 1.409A-1 – A-6.