Common use of Withholding; Section 409A Clause in Contracts

Withholding; Section 409A. 25.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.

Withholding; Section 409A. 25.1 (a) The Participant acknowledges and agrees that any income or other taxes due with respect to this Award or any shares of Stock to be delivered pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. As a condition to the vesting of the PSUs and/or the delivery of any shares of Stock hereunder, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company will have or any of its affiliates relating to this Award, the right Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan; (ii) require that the Participant remit cash to the Company; or (iii) enter into any other suitable arrangements to withhold, in each case, in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. The Participant authorizes the Company to withhold from any amount payable hereunder any Federalsuch amounts as may be necessary to satisfy the applicable federal, state and local taxes withholding tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Participant, but nothing in this sentence shall be construed as relieving Participant of any liability for satisfying his or her tax obligations. (b) Unless the Company notifies the Participant in writing before the date on which a PSU vests and/or settles hereunder, the number of shares of Stock necessary to satisfy the minimum statutory withholding tax obligations on the vesting date or settlement date, as applicable, will be released by the Participant on such date to an intermediary and sold in order for the Company to satisfy any such withholding tax obligation it may have under any applicable law or regulation. 25.2 obligations. The parties intend that any amounts payable under this Agreement comply with, or are exempt fromParticipant will be responsible for all third-party administration processing fees in connection with such sale. In addition, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits Participant may be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A and taxed in respect of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of capital gains or losses that reflect the Code to difference in the maximum extent possible. For purposes of Section 409A of withholding tax liability such date and the Code, each installment payment provided under this Agreement will be treated as a separate paymentsales prices actually achieved. 25.3 To (c) If the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service Participant is determined to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A and the Company determines Treasury regulations thereunder as determined by the Administrator, at the time of the Participant’s “separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then, to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, the settlement and delivery of any shares of Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one day following the Executive is a “specified employee” as defined Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, then such payment or benefit for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall not be paid until the first payroll date following the six-month anniversary construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Termination Date or, of earlier on Treasury regulations after giving effect to the Executive’s death presumptions contained therein). (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date d) This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be paid to the Executive construed and interpreted in a lump sum on manner that is consistent with the Specified Employee Payment Date and thereafterrequirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The the Company makes no representation that any payments and benefits provided under this Agreement will comply with or warranty will be exempt from Section 409A, and in no event shall have no liability to the Executive Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other person if any provisions expenses that may be incurred by the Participant on account of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, non-compliance with Section 409A.

Withholding; Section 409A. 25.1 (a) The Company will have the right to may deduct and withhold from any amount payable the payments to be made to Executive hereunder any Federal, state amounts required to be deducted and local taxes in order for withheld by the Company to satisfy any withholding tax obligation it may have under the provisions of any applicable law statute, law, regulation or regulationordinance now or hereafter enacted. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions (b) For purposes of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service Code of 1986 and the regulations issued thereunder (collectively, “Section 409A”) and ), each of the payments that may be made under this Agreement shall be interpreted and administered in deemed to be a manner consistent with that intentionseparate payment. With respect to any amount the time of expenses eligible for reimbursement or the provision payment of any in-kind benefits amounts under this AgreementAgreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the extent such payment or benefit would be considered deferred compensation under contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A or is at the time of the termination of his employment, any payment otherwise required to be included in made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s gross income for federal income tax purposesdeath; and, such expenses on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (includingor the Executive’s estate, without limitation, expenses associated with as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) will the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be reimbursed made by the Company no later than December 31st last day of the year following the year in which Executive incurs the related expenses. In no event will the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in exchanged for any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any The parties intend that all payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment exempt from or benefit described in this Agreement constitutes “non-qualified deferred compensation” under will comply with Section 409A, as applicable, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits this Agreement shall be payable only upon construed and interpreted in a manner that is consistent with that intent. Notwithstanding the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred foregoing, the Executive shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). 25.4 Notwithstanding any other provision of this Agreementsolely responsible, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive liability, for any taxes, acceleration of taxes, interest or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to penalties arising under Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.with respect to any amounts payable under this Agreement.

Withholding; Section 409A. 25.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for (a) All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to satisfy any withholding tax obligation it may have be withheld by the Company under any applicable law or regulationlaw. 25.2 (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as 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 under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with hereunder that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to could constitute “nonqualified deferred compensation” within the meaning of Section 409A and shall be compliant with Section 409A. Notwithstanding anything in this Agreement to the Company determines contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined ​ in Section 409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary each of the Termination Date orpayments that may be made hereunder is designated as a separate and distinct payment and the right to a series of installment payments shall be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of earlier on any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. To the extent that any reimbursements pursuant to Section 4(d) are taxable to the Executive’s death (, any such reimbursement payment due to the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in a lump sum all events on or before the Specified Employee Payment Date last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(d) and thereafterany in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty reimbursements and shall have no liability to in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the amount of such benefits, reimbursements or in-kind benefits that the Executive receives in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.taxable year.

Withholding; Section 409A. 25.1 (a) The Company will have the right to may deduct and withhold from any amount payable the payments to be made to Executive hereunder any Federal, state amounts required to be deducted and local taxes in order for withheld by the Company to satisfy any withholding tax obligation it may have under the provisions of any applicable law statute, law, regulation or regulationordinance now or hereafter enacted. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions (b) For purposes of Section 409A of the CodeInternal Revenue Code of 1986 and the regulations issued thereunder ("Section 409A"), along with the rules, regulations and guidance promulgated thereunder by the Department each of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and payments that may be made under this Agreement shall be interpreted and administered in deemed to be a manner consistent with that intentionseparate payment. With respect to any amount the time of expenses eligible for reimbursement or the provision payment ​ of any in-kind benefits amounts under this AgreementAgreement that are deemed to be "deferred compensation" subject to Section 409A, references to "termination of employment" (and terms of like import) shall mean "separation from service" within the meaning of Section 409A. Notwithstanding any provision to the extent such payment or benefit would be considered deferred compensation under contrary contained herein, if the Executive is treated as a "specified employee" within the meaning of Section 409A or is at the time of the termination of her employment, any payment otherwise required to be included in made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s gross income for federal income tax purposes's death; and, such expenses on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (includingor the Executive's estate, without limitation, expenses associated with as the case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) will the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be reimbursed made by the Company no later than December 31st last day of the year following the year in which Executive incurs the related expenses. In no event will the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in exchanged for any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any The parties intend that all payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment exempt from or benefit described in this Agreement constitutes “non-qualified deferred compensation” under will comply with Section 409A, as applicable, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits this Agreement shall be payable only upon construed and interpreted in a manner that is consistent with that intent. Notwithstanding the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred foregoing, the Executive shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). 25.4 Notwithstanding any other provision of this Agreementsolely responsible, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive liability, for any taxes, acceleration of taxes, interest or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to penalties arising under Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.with respect to any amounts payable under this Agreement.

Withholding; Section 409A. 25.1 The Company will have the right to may withhold from any amount and all amounts payable hereunder any Federalunder this Agreement or otherwise such federal, state and local taxes in order for the Company as may be required to satisfy any withholding tax obligation it may have under be withheld pursuant to any applicable law or regulation. 25.2 . The parties intend intent of the Parties is that any amounts payable payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in accordance therewith. The Company makes no representation that any or are all of the payments described in this Agreement will be exempt from, from or comply with Section 409A of the provisions Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Fusfield understands and agrees that Fusfield shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and Executive’s right to receive any installment payments pursuant to this Agreement shall be interpreted is treated as a right to receive a series of separate and administered in a manner consistent with distinct payments. To the extent that intention. With respect to any amount of expenses eligible for reimbursement reimbursements or the provision of any other in-kind benefits under this Agreement, to the extent such payment or benefit would be considered Agreement constitute “nonqualified deferred compensation under compensation” for purposes of Section 409A of the Code, (A) all expenses or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) other reimbursements hereunder will be reimbursed by made on or before the Company no later than December 31st last day of the taxable year following the taxable year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided such expenses were incurred by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in Fusfield, (B) any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Any payments under A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement that may be excluded from Section 409A providing for the payment of the Code either as separation pay due to an involuntary any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service or as a short-term deferral will be excluded from Section 409A of service” within the Code to the maximum extent possible. For purposes meaning of Section 409A of the Code, each installment payment provided under and for purposes of any such provision of this Agreement will be treated as Agreement, references to a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensationtermination,” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s “termination of employment, then such payments ” or benefits shall be payable only upon the Executive’s like terms will mean “separation from service.” The determination of whether and when a separation from service has occurred shall be made Notwithstanding anything to the contrary in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided Fusfield is deemed on the date of termination to the Executive in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is be a “specified employee” as defined within the meaning under Section 409A409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall will not be paid made or provided until the first payroll date following that is the earlier of (A) the expiration of the six-month anniversary period measured from the date of such “separation from service” of Fusfield, and (B) the date of Fusfield’s death, to the extent required under Section 409A of the Termination Date orCode. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall such delay) will be paid or reimbursed to the Executive Fusfield in a lump sum on the Specified Employee Payment Date sum, and thereafter, an any remaining payments shall and benefits due under this Agreement will be paid without delay or provided in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of normal payment dates specified for them herein. Any amounts payable under this Agreement that are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption fromcontingent on the execution or re-execution and non-revocation of the Release Agreement and involves a consideration time period that begins in one calendar year and ends in the next calendar year, or will be paid as soon as practicable in the conditions of, Section 409A.second calendar year even if Fusfield signed the Release Agreement and such release becomes irrevocable in the first calendar year.

Withholding; Section 409A. 25.1 (a) The Company will have the right to may deduct and withhold from any amount payable the payments to be made to Executive hereunder any Federal, state amounts required to be deducted and local taxes in order for withheld by the Company to satisfy any withholding tax obligation it may have under the provisions of any applicable law statute, law, regulation or regulationordinance now or hereafter enacted. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions (b) For purposes of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service Code of 1986 and the regulations issued thereunder (collectively, “Section 409A”) and ), each of the payments that may be made under this Agreement shall be interpreted and administered in deemed to be a manner consistent with that intentionseparate payment. With respect to any amount the time of expenses eligible for reimbursement or the provision payment of any in-kind benefits amounts under this AgreementAgreement that are deemed to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and terms of like import) shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision to the extent such payment or benefit would be considered deferred compensation under contrary contained herein, if the Executive is treated as a “specified employee” within the meaning of Section 409A or is at the time of the termination of his employment, any payment otherwise required to be included in made to the Executive on account of such termination of employment which is properly treated as deferred compensation subject to Section 409A, shall be delayed until the first business day following the earlier of (1) the date six months following such termination of employment, or (2) the date of the Executive’s gross income for federal income tax purposesdeath; and, such expenses on the payment date as so delayed, the Company will make a single lump sum payment to the Executive (includingor the Executive’s estate, without limitation, expenses associated with as the ​ case may be) equal to the aggregate amount of the payments that were so delayed. To the extent the Executive is entitled to receive taxable reimbursements and/or in-kind benefits, the following provisions apply: (i) will the amount of such reimbursements and benefits the Executive receives in one year shall not affect amounts provided in any other year, (ii) such reimbursements must be reimbursed made by the Company no later than December 31st last day of the year following the year in which Executive incurs the related expenses. In no event will the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in exchanged for any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any The parties intend that all payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment exempt from or benefit described in this Agreement constitutes “non-qualified deferred compensation” under will comply with Section 409A, as applicable, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits this Agreement shall be payable only upon construed and interpreted in a manner that is consistent with that intent. Notwithstanding the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred foregoing, the Executive shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A 1(h). 25.4 Notwithstanding any other provision of this Agreementsolely responsible, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive liability, for any taxes, acceleration of taxes, interest or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to penalties arising under Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.with respect to any amounts payable under this Agreement.

Withholding; Section 409A. 25.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for (a) All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to satisfy any withholding tax obligation it may have be withheld by the Company under any applicable law or regulationlaw. 25.2 (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as 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 under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with hereunder that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to could constitute “nonqualified deferred compensation” within the meaning of Section 409A and will be compliant with Section 409A. Notwithstanding anything in this Agreement to the Company determines contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A) or, if earlier, the 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 Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary each of the Termination Date orpayments that may be made hereunder is designated as a separate and distinct payment and the right to a series of installment payments will be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of earlier on any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. To the extent that any reimbursements pursuant to Section 4(f) are taxable to the Executive’s death (, any such reimbursement payment due to the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in a lump sum all events on or before the Specified Employee Payment Date last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and thereafterany in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty reimbursements and shall have no liability to in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the amount of such benefits, reimbursements or in- kind benefits that the Executive receives in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.taxable year.

Withholding; Section 409A. 25.1 19.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. 25.2 19.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-in- kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A), and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place will be the termination date. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 19.3 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Company determines that the Executive executive is a “specified employee” as defined under Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, of earlier on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, an any remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.

Withholding; Section 409A. 25.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for ​ (a) All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to satisfy any withholding tax obligation it may have be withheld by the Company under any applicable law law. ​ (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or regulation. 25.2 Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with hereunder that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to could constitute “nonqualified deferred compensation” within the meaning of Section 409A and will be compliant with Section 409A. Notwithstanding anything in this Agreement to the Company determines contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A) or, if earlier, the 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 Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary each of the Termination Date orpayments that may be made hereunder is designated as a separate and distinct payment and the right to a series of installment payments will be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of earlier on any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination ​ ​ ​ ​ of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. To the extent that any reimbursements pursuant to Section 4(f) are taxable to the Executive’s death (, any such reimbursement payment due to the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in a lump sum all events on or before the Specified Employee Payment Date last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and thereafterany in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty reimbursements and shall have no liability to in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the amount of such benefits, reimbursements or in- kind benefits that the Executive receives in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.taxable year. ​

Withholding; Section 409A. 25.1 (a) No shares of Stock will be delivered pursuant to this Award unless and until the Participant shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes. (b) The Company will have Participant acknowledges and agrees that the right to withhold from any amount payable hereunder any Federalminimum federal, state and local taxes in order for the Company to satisfy any tax withholding tax obligation it may have under any applicable law or regulation. 25.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executivevesting and settlement of the PSUs (or portion thereof) may, in the Administrator’s separation sole discretion, be satisfied by the Company, pursuant to such procedures as it may specify from service time to time, withholding a number of shares of Stock otherwise deliverable upon settlement of the PSUs (or portion thereof) having an aggregate fair market value sufficient to satisfy all or part, as determined by the Administrator, of such federal, state and local withholding tax requirements. In addition, the Administrator hereby reserves the discretion to use any one or more methods permitted by the Plan to satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements attributable to the PSUs being settled. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or payments from any amounts otherwise owed to the Participant. Nothing in this Section 9(b) shall be construed as relieving the Participant of any liability for satisfying his or her obligation under the preceding provisions of this Section 9. (c) If the Participant does not satisfy the Participant’s obligations with respect to the federal, state and local withholding tax requirements within sixty (60) days following the vesting of this Award, the Administrator may, in its discretion, cancel this Award for no consideration payable to the Participant. (d) If the Participant is determined to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A and the Company determines that Treasury regulations thereunder, as determined by the Executive is a Administrator, at the time of the Participant’s “specified employeeseparation from service” as defined within the meaning of Section 409A and the Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, then the settlement and delivery of any Shares hereunder upon such payment or benefit shall not separation from service will be paid delayed until the first payroll earlier of: (a) the date that is six months and one day following the six-month anniversary Participant’s separation from service and (b) the Participant’s death. To the extent necessary to prevent any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “termination of Employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Termination Date or, of earlier on Treasury regulations after giving effect to the Executive’s death (the “Specified Employee Payment Date”presumptions contained therein). The aggregate Each payment under this Agreement is intended to constitute a separate payment for purposes of any payments that would otherwise have been paid before the Specified Employee Payment Date Section 409A. (e) This Agreement is intended to be exempt from Section 409A as a “short-term deferral” thereunder, and shall be paid to the Executive construed and interpreted in a lump sum on manner that is consistent with the Specified Employee Payment Date and thereafterrequirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The the Company makes no representation representations that the payments and benefits provided under this Agreement comply with or warranty are exempt from Section 409A, and in no event shall have no liability to the Executive Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other person if any provisions expenses that may be incurred by the Participant on account of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, non-compliance with Section 409A.

Withholding; Section 409A. 25.1 The Company will have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for (a) All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to satisfy any withholding tax obligation it may have be withheld by the Company under any applicable law or regulationlaw. 25.2 (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as 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 under this Agreement comply with, or are exempt from, the provisions of Section 409A of the Code, along with the rules, regulations and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with hereunder that intention. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement will be treated as a separate payment. 25.3 To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “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). 25.4 Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s separation from service is determined to could constitute “nonqualified deferred compensation” within the meaning of Section 409A and shall be compliant with Section 409A. Notwithstanding anything in this Agreement to the Company determines contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary each of the Termination Date orpayments that may be made hereunder is designated as a separate and distinct payment and the right to a series of installment payments shall be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of earlier on any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination ​ of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. To the extent that any reimbursements pursuant to Section 4(f) are taxable to the Executive’s death (, any such reimbursement payment due to the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in a lump sum all events on or before the Specified Employee Payment Date last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(f) and thereafterany in-kind benefits are not subject to liquidation or exchange for another benefit and the amount of such benefits, an remaining payments shall be paid without delay in accordance with their original schedule. 25.5 The Company makes no representation or warranty reimbursements and shall have no liability to in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall not affect the amount of such benefits, reimbursements or in-kind benefits that the Executive receives in any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.taxable year.