Common use of Taxes; Section 409A Clause in Contracts

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional The Company may withhold from all amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits payable under this Agreement all federal, state and local taxes that are intended, required to be withheld pursuant to any applicable laws and will be construed, to regulations. It is the intention of the parties that this Agreement comply with or be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and applicable guidance issued thereunder (“Section 409A”); provided, howeverand this Agreement will be interpreted in a manner intended to be exempt from or comply with Section 409A. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that nothing may be imposed on you or for your account in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be construed or interpreted deemed not to transfer any liability for any tax (including be a tax or penalty due as a result “deferral of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and that is contingent on a termination of employment is contingent on a (b)(9) (“separation from servicepay plans,” within including the meaning exception under subparagraph (iii)) and other applicable provisions of Section 409A. IfNotwithstanding anything in this Agreement to the contrary, upon separation from service, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and you are not “disabled” within the meaning of Section 409A(a)(2)(C) and if any portion of the payments to be received by you upon your “separation from service” (as defined in Section 409A, any payment under this Agreement that is ) would constitute “deferred compensation” subject to Section 409A and triggered by a separation from service 409A, then to the extent necessary to comply with Section 409A, amounts that would otherwise be paid within payable pursuant to this Agreement during the six months after your (6) month period immediately following such separation from service will instead be paid in on the earlier of (a) the first business day of the seventh (7th) month following after the date of such separation and (b) the date of your separation from service ordeath. In the event that the period of time that you have to review and execute the Release spans a period of two calendar years, if earlier, upon your death (then no payment shall be made to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to you under this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of until the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardsecond calendar year.

Taxes; Section 409A. (a) All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended . (Section 409A); provided, however, that nothing b) Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a your “separation from service” within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six (6) months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six (6)-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred will be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Xxxxxxxxx Xxxxx October 2, 2012 Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Employment Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its board of directors related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Employment Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Employment Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Employment Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Employment Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Employment Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Employment Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Employment Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Employment Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its board of directors related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six (6) months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred will be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional a) The Company may withhold from all amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits payable under this Agreement all federal, state and local taxes that are intended, required to be withheld pursuant to any applicable laws and will be construed, to regulations. It is the intention of the parties that this Agreement comply with or be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and applicable guidance issued thereunder (“Section 409A”); provided, however, that nothing in and this Agreement shall be construed interpreted in a manner intended to be exempt from or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from 409A. Notwithstanding the foregoing, you to shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of you with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or to otherwise hold you harmless from any other entity or personall of such taxes or penalties. Any Each payment to you made under this Agreement that is (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that is contingent on a are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment is contingent on a employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to your “separation from service” within as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the meaning requirements of Section 409A. IfNotwithstanding anything to the contrary in this Agreement, upon any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to you only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second year following the calendar year in which your “separation from service” occurs; and provided further, that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which your “separation from service” occurs. (b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) you are deemed to be a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i), any payment (ii) amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (iii) you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that is are “deferred compensation” subject to Section 409A and triggered by a separation from service shall be made to you prior to the date that would otherwise be paid within is six (6) months after your separation from service will instead be paid in the seventh month following date of your separation from service or, if earlier, upon your death date of death; following any applicable six (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement)6) month delay, and each installment thereof, are intended to constitute separate all such delayed payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could shall be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in a single lump sum on the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense earliest permissible payment date that is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardalso a business day.

Taxes; Section 409A. (a) All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended . (Section 409A); provided, however, that nothing b) Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)l.409A-l(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company, the Board of Directors of the Company, the Parent Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six (6) months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred will be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each of the Company and the Parent Company makes no representation or warranty and will have no liability to you or any other person or entity if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms Executive agrees and understands that she is responsible for payment, if any, of compensation paid to you personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company, including Company and any penalties or assessments thereon. It is intended that none of the payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”); provided, howeverbut rather such payments and benefits will be exempt from Section 409A as payable only within the “short-term deferral period” pursuant to Treasury Regulation Section 1.409A-1(b)(4), or otherwise be exempt or comply with Section 409A so that nothing in none of the payments to be provided under this Agreement shall will be construed subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure in such manner. In order to comply with the “short-term deferral” exception from Section 409A) from you to , in no event will the Company or to any other entity or personSeverance be paid later than March 15, 2019. Any Each payment to you and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, in the unlikely event that it is subject necessary to avoid subjecting Executive to an additional tax under Section 409A 409A, payment of all or a portion of the separation-related payments or benefits payable under this Agreement and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” any other separation-related deferred compensation (within the meaning of Section 409A, any payment under this Agreement ) payable to Executive will be delayed until the date that is subject to Section 409A six (6) months and triggered by a one (1) day following Executive’s separation from service (within the meaning of Section 409A), except that would otherwise in the event of Executive’s death, any such delayed payments will be paid within six months as soon as practicable after your separation from service the date of Executive’s death. In no event will instead the Company reimburse Executive for any taxes that may be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences imposed on Executive as a result of Section 409A. Any In no event will Executive have discretion to determine the taxable reimbursement due under the terms year of this Agreement shall be paid no later than December 31 payment of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardseverance payments.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other applicable deductions. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, using the permissible identity method selected by the Company from time to time or, if none, the default method, then to the extent any payment or benefit that you becomes entitled to under this Agreement that is subject to Section 409A and triggered by a on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Xxxxxxx 000X(x) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that would otherwise be paid within is the earlier of (A) six months and one day after your separation from service will instead be service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid in during the seventh six-month following your separation from service or, if earlier, upon your death (to period but for the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to application of this Agreement (or referenced in this Agreement)provision, and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) the balance of the regulations installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no later than December 31 event shall any reimbursement be paid after the last day of the taxable year after following the taxable year in which the expense is was incurred, and all provided that tax gross-up payments, if any, shall be paid to you in any event no later than the end of the taxable reimbursements and year immediately following the taxable year in which you remit the related taxes. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be provided payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Each payment in any series of payments shall be a separate payment for purposes of Section 409A of the Code. If any payment may be made within a period of time, the determination of the payment date shall be solely that of the Company. The Company and you intend that this Agreement will be administered in accordance with Section 1.409A-3(i)(1)(iv) 409A of the regulations under Section 409A. The parties agree Code. To the extent that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms any provision of this Agreement is ambiguous as to its compliance with or any applicable equity award; providedexemption from Section 409A of the Code, the provision shall be read in such a manner so that such modification shall endeavor to maintain all payments hereunder comply with, or be exempt from Section 409A of the economic intent of this Agreement or any such equity awardCode.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its board of directors related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-l(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms Employee agrees and understands that he is responsible for payment, if any, of compensation paid to you personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the CompanyCompany and any penalties or assessments thereon, including any payments made pursuant to this Agreement, and all amounts payable hereunder are subject to reduction (applicable tax withholdings. It is intended that none of the payments or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”); provided, howeverbut rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that nothing in this Agreement shall none of the payments to be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you provided under this Agreement that is will be subject to the additional tax imposed under Section 409A 409A, and that any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is contingent on intended to constitute a termination of employment is contingent on a “separation from service” within separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the meaning of foregoing, if and to the extent necessary to avoid subjecting Employee to an additional tax under Section 409A. If409A, upon separation from service, you are a “specified employee” any payments or benefits deemed to be separation-related deferred compensation (within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations whether under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any other arrangement, payable to Employee will be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the meaning of Section 409A), except that in the event of Employee’s death, any such delayed payments will be paid as soon as practicable after the date of Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the payment schedule applicable equity award; provided, that to such modification shall endeavor payment or benefit. In no event will the Company have any obligation to maintain the economic intent of this Agreement reimburse or indemnify Employee or any such equity awardother person for any taxes or costs that may be imposed on Employee or any other person as a result of Section 409A. In no event will Employee have discretion to determine the taxable year of payment of any separation-related payments.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A of the Code. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other applicable deductions. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will acknowledge that Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) imposes penalties for noncompliance on you and not make any claim against on the Company related to tax liabilities arising from your compensationCompany. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.all

Taxes; Section 409A. All forms of compensation paid to you payments made by the Company, including Company under this Agreement shall be reduced by any payments made pursuant tax or other amounts required to be withheld by the Company under applicable law. For purposes of this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A); provided, however, that nothing in 409A will be compliant with Section 409A and this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax either exempt payments therefrom or penalty due as a result of a failure to comply with Section 409A) from you be compliant therewith. Notwithstanding anything in this Agreement to the Company or contrary, in the event that Executive is deemed to any other entity or person. Any payment to you under this Agreement be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that is are “deferred compensation” subject to Section 409A and shall be made to Executive prior to the date that is contingent six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A) or, if earlier, Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is contingent consistent with the requirements of Section 409A and shall only be paid on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within To the meaning of Section 409A, extent that any payment reimbursements under this Agreement that is are taxable to Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly as practicable consistent with Company practice following Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements under this Agreement are not subject to Section 409A liquidation or exchange for another benefit and triggered by a separation from service the amount of such benefits and reimbursements that would otherwise be paid within six months after your separation from service will instead be paid Executive receives in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actionsshall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year. In addition, then any such payments will commence or occur reimbursements for COBRA coverage premiums described in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 to Executive as promptly as practicable, and in all events on or before the last day of the third taxable year after of you following the taxable year of the Company in which the expense Termination Date occurred. For the avoidance of doubt, Executive is incurredsolely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for his account in connection with this Agreement (including any taxes and penalties under Section 409A), and all taxable reimbursements and in-kind benefits neither the Company nor any of its subsidiaries shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary have any obligation to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement indemnify or otherwise hold Executive (or any applicable equity award; provided, that beneficiary) harmless from any or all of such modification shall endeavor to maintain the economic intent of this Agreement taxes or any such equity awardpenalties.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other applicable deductions. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.. To indicate your acceptance of the terms and conditions of this Agreement, please sign and date this Agreement in the space provided below and return it to me. Xxxx Xxxxxxxxxxxx Xxxxx Xxxxxxxxxxxxx SVP, Chief People Officer Uber Technologies, Inc. Date: Date: ● Director of Expedia, Inc. (including serving on one or more board committees thereof) ● Director of Aurora Innovation, Inc. (including serving on one or more board committees thereof) ● Director of Grab Holdings Ltd. (including serving on one or more board committees thereof)

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, letter agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholdings and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent Xx. Xxxx Xxxxx January 10, 2014 additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon the termination of this Agreement, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The parties intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “"separation from service” " within the meaning of Section 409A. If, upon separation from service, you are a “"specified employee” " within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.

Taxes; Section 409A. All forms Executive agrees and understands that he is responsible for payment, if any, of compensation paid to you personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company, including Company and any penalties or assessments thereon. It is intended that none of the payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”); provided, howeverbut rather such payments and benefits will be exempt from Section 409A as payable only within the “short-term deferral period” pursuant to Treasury Regulation Section 1.409A-1(b)(4), or otherwise be exempt or comply with Section 409A so that nothing in none of the payments to be provided under this Agreement shall will be construed subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure in such manner. In order to comply with the “short-term deferral” exception from Section 409A) from you to , in no event will the Company or to any other entity or personSeverance be paid later than March 15, 2019. Any Each payment to you and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, in the unlikely event that it is subject necessary to avoid subjecting Executive to an additional tax under Section 409A 409A, payment of all or a portion of the separation-related payments or benefits payable under this Agreement and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” any other separation-related deferred compensation (within the meaning of Section 409A, any payment under this Agreement ) payable to Executive will be delayed until the date that is subject to Section 409A six (6) months and triggered by a one (1) day following Executive’s separation from service (within the meaning of Section 409A), except that would otherwise in the event of Executive’s death, any such delayed payments will be paid within six months as soon as practicable after your separation from service the date of Executive’s death. In no event will instead the Company reimburse Executive for any taxes that may be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences imposed on Executive as a result of Section 409A. Any In no event will Executive have discretion to determine the taxable reimbursement due under the terms year of this Agreement shall be paid no later than December 31 payment of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardseverance payments.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other applicable deductions. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.

Taxes; Section 409A. All forms of compensation paid a. The Company may deduct or withhold, or require you to you by remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes (including employment tax obligations, if any) required by law to be withheld with respect to any taxable event arising in connection with payments made pursuant to this Agreement, are subject to reduction (or payment by you, to contemplated hereunder. b. It is the extent intention of the parties that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to comply with or be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and applicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in a manner intended to be exempt from, or comply with, Section 409A. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for your account as a result of this Agreement (including any taxes and penalties under Section 409A); provided, however, that nothing in and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. Each payment made under this Agreement shall be construed or interpreted deemed to transfer any liability be a separate payment for any tax (including a tax or penalty due as a result purposes of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you 409A. Amounts payable under this Agreement that is shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and that is contingent on (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. Any payments due pursuant to this Agreement shall be payable to the employee no later than two-and-a-half months following the end of the taxable year in which the payments are earned (subject to a termination reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time), and in no event shall the payments be made later than the end of employment is contingent on a the taxable year following the taxable year in which the payments are earned. c. Notwithstanding anything herein to the contrary, no payments hereunder shall be made to you during the six-month period following your “separation from service” (within the meaning of Section 409A. If, upon separation from service, 409A) if you are a “specified employee” (within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a ) on the date of such separation from service that would otherwise be paid within six months after your separation from service will instead be paid in (as determined by the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided Company in accordance with Section 1.409A-3(i)(1)(iv409A) and the Company determines that paying such amounts at the time set forth in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify Code. If the terms payment of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardamounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay to you the cumulative amounts that would have otherwise have been payable during such six-month period.

Taxes; Section 409A. All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, letter agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholdings and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A); provided, however, that nothing Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Xx. Xxxx Xxxx December 23, 2011 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon the termination of this Agreement, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The parties intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional The Company may withhold from all amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits payable under this Agreement all federal, state and local taxes that are intended, required to be withheld pursuant to any applicable laws and will be construed, to regulations. It is the intention of the parties that this Agreement comply with or be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and applicable guidance issued thereunder ("Section 409A"); provided, however, that nothing in and this Agreement shall be construed interpreted in a manner intended to be exempt from or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from 409A. Notwithstanding the foregoing, you to shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of you with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or to otherwise hold you harmless from any other entity or personall of such taxes or penalties. Any Each payment to you made under this Agreement that is (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that is contingent on a are considered to be "deferred compensation" subject to Section 409A, references to "termination of employment is contingent on a “employment", "termination" or words and phrases of similar import, shall be deemed to refer to your "separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of " as defined in Section 409A, any payment under this Agreement and shall be interpreted and applied in a manner that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in consistent with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes requirements of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award.409A.

Taxes; Section 409A. (a) All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its board of directors related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended . (Section 409A); provided, however, that nothing b) Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you becomes entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, Xxxx X. Xxxxxxx, CFA May 14, 2018 or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. It is intended that each installment of the severance payments set forth in the Agreement shall be treated as a separate “payment” for purposes of Section 409A. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-l(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms of compensation paid to you payments made by the Company, including Company under this Agreement shall be reduced by any payments made pursuant tax or other amounts required to be withheld by the Company under applicable law. For purposes of this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A); provided, however, that nothing in 409A will be compliant with Section 409A and this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax either exempt payments therefrom or penalty due as a result of a failure to comply with Section 409A) from you be compliant therewith. Notwithstanding anything in this Agreement to the Company or contrary, in the event that Executive is deemed to any other entity or person. Any payment to you under this Agreement be a “specified employee” within the meaning of Section 409A(a)(2)(B) (i), no payments hereunder that is are “deferred compensation” subject to Section 409A and shall be made to Executive prior to the date that is contingent six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A) or, if earlier, Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is contingent consistent with the requirements of Section 409A and shall only be paid on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within To the meaning of Section 409A, extent that any payment reimbursements under this Agreement that is are taxable to Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly as practicable consistent with Company practice following Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements under this Agreement are not subject to Section 409A liquidation or exchange for another benefit and triggered by a separation from service the amount of such benefits and reimbursements that would otherwise be paid within six months after your separation from service will instead be paid Executive receives in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actionsshall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year. In addition, then any such payments will commence or occur reimbursements for COBRA coverage premiums described in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 to Executive as promptly as practicable, and in all events on or before the last day of the third taxable year after of you following the taxable year of the Company in which the expense Termination Date occurred. For the avoidance of doubt, Executive is incurredsolely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for his account in connection with this Agreement (including any taxes and penalties under Section 409A), and all taxable reimbursements and in-kind benefits neither the Company nor any of its subsidiaries shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary have any obligation to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement indemnify or otherwise hold Executive (or any applicable equity award; provided, that beneficiary) harmless from any or all of such modification shall endeavor to maintain the economic intent of this Agreement taxes or any such equity awardpenalties.

Taxes; Section 409A. (a) All forms of compensation paid referred to you by the Company, including any payments made pursuant to in this Agreement, Agreement are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other deductions required by law. You agree hereby acknowledge that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its board of directors related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended . (Section 409A); provided, however, that nothing b) Anything in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination contrary notwithstanding, if at the time of employment is contingent on a “your separation from service” service within the meaning of Section 409A. If409A of the Code, upon separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for Xxxxx Xxxxxxxxx July 28, 2014 reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and triggered by to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits shall be payable only upon your “separation from service.” The determination of whether and when a separation from service that would otherwise has occurred shall be paid within six months after your separation from service will instead be paid made in accordance with the seventh month following your separation from service or, if earlier, upon your death (to the extent required by presumptions set forth in Treasury Regulation Section 409A(a)(2)(B)(i)1.409A-1(h). Payments pursuant to The Company and you intend that this Agreement (or referenced will be administered in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of accordance with Section 1.409A-2(b)(2) 409A of the regulations under Section 409A. Code. To the extent that any nonqualified provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after Code but do not satisfy an exemption from, or the year in which the expense is incurredconditions of, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardSection.

Taxes; Section 409A. All forms a. Under this Agreement, the Company will withhold from any payment that is required to be made or benefit provided amounts sufficient to satisfy applicable withholding requirements under law as well as impute income to the Employee as required under applicable law, or subject such payments to applicable deductions. Employee agrees and understands that Employee is responsible for payment, if any, of personal U.S., French, or other local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee represents that with respect to all compensation and benefits paid to you by Employee from the Company during the course of Employee’s employment relationship with the Company, including any payments made pursuant or to this Agreement, are subject to reduction (or payment by you, be paid to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that Employee by the Company does or its affiliates under this Agreement or otherwise, Employee has complied with, or if taxes or reporting are not have a duty to design its compensation policies in a manner that minimizes your yet due, will timely comply, with all applicable tax liabilitieslaws and reporting obligations (together, “Tax Compliance”). b. This Agreement and you will not make any claim against the Company related to tax liabilities arising from your compensation. The all payments and benefits under this Agreement hereunder are intended, and will be construed, intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (together, “Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in that manner. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of the Section 409A-related regulations, including Section 1.409A-2(b)(2) of the Treasury Regulations. Each cash payment under Section 1 of this Agreement will in all cases be made within the “short-term deferral” period (with the meaning of Section 409A); provided. Notwithstanding the foregoing and except as provided by the following sentence, howeverif and to the extent necessary to avoid subjecting Employee to an additional tax under Section 409A, payment of all or a portion of the Deferred Payments payable to Employee will be delayed until the date that nothing is six (6) months and one (1) day following Employee’s separation from service (within the meaning of Section 409A). Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with the prior sentence will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Employee and the Company agree to work together to consider amendments to this Agreement shall be construed offer letter and to take such reasonable actions to avoid imposition of any additional tax or interpreted income recognition under Section 409A prior to transfer any liability actual payment to Employee. In no event will the Company reimburse Employee for any tax (including a tax or penalty due taxes that may be imposed on Employee as a result of a failure Section 409A or other tax rule or regulation. For the purposes of this Agreement, “Deferred Payment” means any severance pay or benefits to comply with Section 409Abe paid or provided to Employee (or Employee’s estate or beneficiaries) from you pursuant to the Company or to this Agreement and any other entity severance payments or person. Any payment to you separation benefits, that in each case, when considered together, are considered deferred compensation under this Agreement that is subject to Section 409A 409A. c. For avoidance of doubt, the Parties intend and that is contingent on a termination of employment is contingent on believe Employee shall have a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” (within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in ) on the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement)Termination Date, and each installment thereof, are during the Consulting Term it is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2and expected that Employee will provide Consulting Services that represent no more than twenty percent (20%) of the regulations under Section 409A. To level of services performed by Employee for the extent Company during the immediately preceding thirty-six (36) month period. d. Employee shall cooperate with, and provide support and assistance to, the Company in connection with any nonqualified deferred actions deemed reasonable or appropriate by the Company after consultation with tax experts and Employee regarding any payment of taxes by or on behalf of the Employee. e. Employee agrees to pay directly to the applicable tax authorities as soon as practicable, but in no event later than April 15, 2018, all taxes owed by Employee, including Company withholding amounts, with respect to all compensation subject and benefits paid or provided to Section 409A payable Employee by the Company (or its affiliates), including without limitation, all U.S. federal and California state (based on Employee’s residence located in Fremont, California) income, employment or other taxes not collected from the Employee by the Company with respect to you could be compensation and benefits paid or provided to Employee in more than one taxable year depending upon you completing certain employment-related actions2017. Upon request, then any Employee will promptly certify that such payments will commence or payments, including the payment amount and payment date, have been remitted to the appropriate tax authorities, with such certification to occur in such manner as determined appropriate by the latest such taxable year to Company. In the extent required to avoid event the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement applicable taxes are not paid by Employee by April 15, 2018, Employee shall be paid no later than December 31 of solely liable for any penalties and interest assessed with respect to Employee or the year after Company by the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardtax authorities.

Taxes; Section 409A. All forms of compensation paid The Company may deduct or withhold, or require you to you by remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes (including employment tax obligations, if any) required by law to be withheld with respect to any taxable event arising in connection with payments made pursuant to this Agreement, are subject to reduction (or payment by you, to contemplated hereunder. 2 b. It is the extent intention of the parties that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to comply with or be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended amended, and applicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in a manner intended to be exempt from, or comply with, Section 409A. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for your account as a result of this Agreement (including any taxes and penalties under Section 409A); provided, however, that nothing in and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties. Each payment made under this Agreement shall be construed or interpreted deemed to transfer any liability be a separate payment for any tax (including a tax or penalty due as a result purposes of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you 409A. Amounts payable under this Agreement that is shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and that is contingent on a termination of employment is contingent on a (b)(9) (“separation from servicepay plans,” within including the meaning exception under subparagraph (iii)) and other applicable provisions of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments Any payments due pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A shall be payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid employee no later than December 31 two-and-a-half months following the end of the year after the taxable year in which the expense is incurredpayments are earned (subject to a reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time), and all taxable reimbursements and in-kind benefits in no event shall the payments be provided in accordance with Section 1.409A-3(i)(1)(iv) made later than the end of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate taxable year following the taxable year in good faith to modify which the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity awardpayments are earned.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, withholding and payroll taxestaxes and other applicable deductions. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided, however, that nothing in this Agreement shall be construed or interpreted to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other entity or person. Any payment to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced in this Agreement), and each installment thereof, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A. To the extent any nonqualified deferred compensation subject to Section 409A payable to you could be paid in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year to the extent required to avoid the adverse consequences of Section 409A. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred, and all taxable reimbursements and in-kind benefits shall be provided in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award. To indicate your acceptance of the terms and conditions of this Agreement, please sign and date this Agreement in the space provided below and return it to me.

Taxes; Section 409A. All forms of compensation paid to you by the Company, including any payments made pursuant to this Agreement, are subject to reduction (or payment by you, to the extent that additional amounts are required) to reflect applicable deductions, withholdings, and payroll taxes. You agree It is intended that the Company does not have a duty payments provided for herein are intended to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company related to tax liabilities arising from your compensation. The payments and benefits under this Agreement are intended, and will be construed, to be exempt from or comply with the terms of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (Section 409A); providedamended, and the regulations promulgated thereunder. In the event, however, that nothing in this Agreement shall any such payments are determined to be construed or interpreted subject to transfer any liability for any tax (including a tax or penalty due Section 409A, then the Company may make such adjustments as a result of a failure are reasonably required to comply with Section 409A) from you such section, including delaying any such payments that would have been required to the Company or to any other entity or person. Any payment be paid to you under this Agreement that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service that would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service or, if earlier, upon your death (to the extent required by Section 409A(a)(2)(B)(i)). Payments pursuant to this Agreement (or referenced during the first six months following the Resignation Date until the end of such six-month period in this Agreementaccordance with the requirements of Section 409A. In addition, any expense reimbursement under Section 2(e), 3(a) or 13(b) hereof shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by you, and each installment thereofno such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. The resignation of your employment on March 31, are 2008 is intended to constitute separate payments a “separation of service” for purposes of Section 1.409A-2(b)(2) 409A. Without limiting the generality of the regulations under Section 409A. To foregoing, the extent any nonqualified deferred compensation subject to Section 409A payable to amount of time that you could be paid will provide in more than one taxable year depending upon you completing certain employment-related actions, then any such payments will commence or occur in the latest such taxable year your capacity as a consultant to the extent required to avoid Company shall not exceed 40% of the adverse consequences time spent by you in performing services for TSI Holdings and the Company for the thirty-six months preceding the Resignation Date. Notwithstanding any of Section 409A. Any taxable reimbursement due under the terms preceding, the Company makes no representations regarding the tax treatment of this Agreement any payments hereunder, and you shall be paid no later than December 31 of the year after the year in which the expense is incurred, responsible for any and all taxable reimbursements and in-kind benefits shall be provided applicable taxes, other than the Company’s share of employment taxes on the payments during the Transition Period described in accordance with Section 1.409A-3(i)(1)(iv) of the regulations under Section 409A. The parties agree that if necessary to avoid non-compliance with Section 409A, they will cooperate in good faith to modify the terms of this Agreement or any applicable equity award; provided, that such modification shall endeavor to maintain the economic intent of this Agreement or any such equity award2.