Common use of 409A Clause in Contracts

409A. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It is intended Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement will comply with shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), then (i) no such payment shall be made to Executive unless Executive's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”successor provision thereto), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (bii) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with determined by the Company to be a “"specified employee” (within " for purposes of Code § 409A(a)(2)(B)(i) and the meaning Company determines that delayed commencement of Treas. Reg. Section 1.409A-1(i)any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account commencement of a “such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service” that is required to be delayed " pursuant to Section 409A(a)(2)(B) of the Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayif any) shall be paid or reimbursed to the Executive payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining payments and Severance Pay benefits due under this Agreement shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or provided Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with the normal payment dates specified for them hereinsuch intent. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It This Agreement is intended that this Agreement will to comply with and be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any the United States Department of Treasury regulations and guidelines promulgated other guidance issued thereunder (collectively, “Section 409A”), . The parties acknowledge and agree that the interpretation of Section 409A and its application to the extent the terms of this Agreement is uncertain and may be subject theretoto change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company and its subsidiaries and affiliates to the Agreement shall Employee that would be interpreted on a basis consistent deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such intent. If an amendment of the Agreement benefit or payment is necessary in order for it deemed to not comply with Section 409A, the parties hereto will negotiate Company and the Employee agree to renegotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties any such benefit or payment (including, without limitation, as to the extent reasonably possibletiming of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved. No action or failure to act pursuant to this Section 12.14 In no event whatsoever shall subject the Company to or its Subsidiaries or Affiliates be liable for any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxestax, interest or penalties that may be imposed on the Employee by Section 409A of the Code or any damages for failing to comply with Section 409A. Each payment in a series of payments provided to the Employee pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A or Section 457A of 409A. In the Code. (b) Notwithstanding any provision to event that the contrary in this Agreement, if the Executive Employee is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with determined by the Company to be a “specified employee” for purposes of Section 409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard after giving effect to any payment or benefit that is considered deferred compensation exemptions available under Section 409A 409A) otherwise payable on account of a “to the Employee during the first six (6) months following his separation from service” that is required to service shall be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is and paid in a lump sum upon the earlier of (ix) the expiration Employee’s date of death, or (y) the first day of the six seventh (6)-month period measured from 7th) month following the date of the ExecutiveEmployee’s “separation from service,” or (ii) , and the date balance of the Executive’s death installments (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been if any) will be payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with their original schedule. To the normal payment dates specified for them herein. (c) With respect to extent any expense, reimbursement or in-kind benefit arrangements of provided to the Company and its subsidiaries that constitute Employee constitutes nonqualified deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount of any expense eligible for reimbursement, reimbursement or the provision of any in-kind benefits provided, under benefit with respect to any such arrangement in one calendar year may shall not affect the amount of expense eligible for reimbursement, reimbursement or the amount of in-kind benefits benefit provided to be provided, under such arrangement the Employee in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid)year, (ii) any reimbursement must the reimbursements for expenses for which the Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iii) the right to payment or reimbursement or in-kind benefits is hereunder may not be subject to liquidation or exchange for another any other benefit. Whenever a payment ; provided, however, that the foregoing clause (i) shall not be violated with regard to expenses reimbursed under this Agreement specifies a payment period with reference any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), limit related to the actual date of payment within period the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made arrangement is in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.effect.

409A. (a) It is intended that Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement will comply with that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any the regulations and guidelines promulgated other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company ) shall not commence in connection with your termination of employment unless and until you have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her also incurred a “separation from service” (within the meaning of Treas. Reg. as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)) with , unless the Company reasonably determines that such amounts may be provided to be you without causing you to incur the additional 20% tax under Section 409A. It is intended that each installment of severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). If the Company (or, if applicable, the successor entity thereto) determines that any payments or benefits constitute “deferred compensation” under Section 409A and you are, on the termination of service, a “specified employee” (within of the meaning of Treas. Reg. Company or any successor entity thereto, as such term is defined in Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code (after taking into account any applicable exceptions Code, then, solely to such requirement)the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, such payment or benefit the timing of the payments and benefits shall be made or provided on delayed until the earlier to occur of: (a) the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” months and one day after your Separation From Service, or (iib) the date of the Executive’s your death (such applicable date, the “Delay PeriodSpecified Employee Initial Payment Date”). Upon On the expiration Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (i) pay to you a lump sum amount equal to the sum of the Delay Period, all payments and benefits that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of such amounts had not been so delayed pursuant to this Section 12.14 and (whether they would have otherwise been payable in a single sum or in installments in ii) commence paying the absence balance of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due in accordance with the applicable payment schedules set forth in this Agreement. All reimbursements provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect subject to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicablerequirements: (i) the amount eligible for reimbursement, or of in-kind benefits provided, under any such arrangement provided or reimbursable expenses incurred in one calendar taxable year may shall not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement provided or the expenses eligible for reimbursement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid)taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement must be made on or before paid after the last day of the calendar taxable year following the calendar taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another any other benefit. Whenever a payment It is intended that all payments and benefits under this Agreement specifies a payment period shall either comply with reference to a number or be exempt from the requirements of days (e.g.Section 409A, “payment and any ambiguity contained herein shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments interpreted in such manner so as to avoid adverse personal tax consequences under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the this Agreement shall be interpreted on accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a basis consistent with such intentmanner exempt from, or in compliance with, Section 409A). If an amendment any provision of the this Agreement is necessary in order for it would cause Executive to comply with incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will negotiate in good faith attempt to amend reform, the Agreement provision in a manner that preserves maintains, to the extent possible, the original intent of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to provisions of Section 409A. For purposes of Section 409A, each payment made under this Section 12.14 Agreement shall subject be designated as a “separate payment” within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A meaning of the Code. (b) Notwithstanding any provision Section 409A. All references herein to the contrary in this Agreement, if the Executive is deemed on the date Executive’s “termination of his employment” or her other similar term shall refer to Executive’s “separation from service” (within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h1.409A-l(h)) with . Notwithstanding anything herein to the Company to be contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (within 1st) business day of the meaning seventh (7th) month following Executive’s separation from service date (or, if earlier, Executive’s date of Treas. Reg. Section 1.409A-1(i)death), then with regard and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to any payment or benefit Executive under this Agreement that is not considered deferred compensation under Section 409A payable on account of a through either the “short-term deferral” exception pursuant to Treasury Reg. 1.409A-l(b)(4) or the “separation from servicepay” that is required to be delayed exception pursuant to Section 409A(a)(2)(BTreasury Reg. 1.409A-l(b)(9) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall will not be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed subject to the Executive 6 month delay described in a lump sum and any remaining payments and benefits due this paragraph as provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Section 409A. With respect to any expense, reimbursement or in-kind benefit arrangements provided pursuant to this Agreement that constitutes a “deferral of compensation” within the Company and its subsidiaries that constitute deferred compensation for purposes meaning of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, reimbursement or in-kind benefits providedprovided to Executive must be incurred during the Employment Period (or applicable survival period), under any such arrangement in one calendar year may not affect (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, under such arrangement Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year year, (except that iii) the health and dental plans may impose a limit on the amount that may reimbursements for expenses for which Executive is entitled to be reimbursed or paid), (ii) any reimbursement must shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iiiiv) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Executive further acknowledges and agrees that Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Agreement specifies a payment period with reference Agreement. Executive agrees to a number hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of days (e.g., “payment shall be any payments made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and other consideration provided to Executive under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It To the maximum extent permitted, the Agreement is intended that to not constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) but in any event will be interpreted to comply with Section 409A. In the event this Agreement will or any benefit paid under this Agreement to Employee is deemed to be subject to Section 409A, Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of the Internal Revenue Code taxes under Section 409A. For purposes of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date a termination of his or her employment means a “separation from service” (as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to Employee could be paid in one or more of Employee’s taxable years depending upon Employee completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Section 409A. If upon Employee’s “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be 409A, Employee is then a “specified employee” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(i)409A), then solely to the extent necessary to comply with regard Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to any payment or benefit that is considered deferred compensation under Section 409A payable on account as a result of a and within six (6) months following such “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is until the earlier of (i) the expiration first business day of the six (6)-month period measured from the date of the Executiveseventh month following Employee’s “separation from service,” or (ii) the date of the Executive’s death ten (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay10) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of days after the Company and its subsidiaries that constitute deferred compensation for purposes receives written confirmation of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any Employee’s death. Any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment delayed payments shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.without interest.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “"Section 409A”"), and this Agreement shall be interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will in good faith attempt to reform, the provision in a manner that maintains, to the extent the Agreement is subject theretopossible, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to provisions of Section 409A. For purposes of Section 409A, each payment made under this Section 12.14 Agreement shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (be designated as a "separate payment" within the meaning of the Section 409A. All references herein to Executive's "termination of employment" or other similar term shall refer to Executive's "separation from service" within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h1.409A-l(h)) with . Notwithstanding anything herein to the Company contrary, if on the date of Executive's separation from service Executive is a "specified employee," as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be a “specified employee” subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (within 1st) business day of the meaning seventh (7th) month following Executive's separation from service date (or, if earlier, Executive's date of Treas. Reg. Section 1.409A-1(i)death), then with regard and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to any payment or benefit Executive under this Agreement that is not considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed through either the "short- term deferral" exception pursuant to Section 409A(a)(2)(BTreasury Reg. 1.409A-l(b)(4) of or the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “"separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pay" exception pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayTreasury Reg. 1.409A-l(b)(9) shall will not be paid or reimbursed subject to the Executive 6 month delay described in a lump sum and any remaining payments and benefits due this paragraph as provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Section 409A. With respect to any expense, reimbursement or in-kind benefit arrangements provided pursuant to this Agreement that constitutes a "deferral of compensation" within the Company and its subsidiaries that constitute deferred compensation for purposes meaning of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, reimbursement or in-kind benefits providedprovided to Executive must be incurred during the Employment Period (or applicable survival period), under any such arrangement in one calendar year may not affect (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, under such arrangement Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year year, (except that iii) the health and dental plans may impose a limit on the amount that may reimbursements for expenses for which Executive is entitled to be reimbursed or paid), (ii) any reimbursement must shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iiiiv) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive's receipt of the payments, benefits and other consideration provided for in this Agreement. Executive further acknowledges and agrees that Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Agreement specifies a payment period with reference Agreement. Executive agrees to a number hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of days (e.g., “payment shall be any payments made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and other consideration provided to Executive under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It is intended that this This Agreement will comply be administered, interpreted and construed in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (and the “Code”) and any regulations and guidelines other guidance promulgated thereunder (collectively, “Section 409A”), including any exemption thereunder. With respect to the extent the Agreement payments, if any, subject to Section 409A (and not excepted therefrom), each such payment is subject theretopaid as a result of a permissible distribution event, and the Agreement shall be interpreted on at a basis specified time, consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense409A. Executive has no right to, and the Company there shall not have be, any obligation acceleration or deferral with respect to indemnify payments hereunder. Executive acknowledges and agrees that Employer shall not be liable for, and nothing provided or otherwise protect the Executive from the obligation contained in this Agreement will obligate or cause Employer to pay be liable for, any taxestax, interest or penalties pursuant imposed on Executive related to or arising with respect to any violation of Section 409A 409A. For purposes of this Agreement, any reference to “termination of employment”, “termination” or similar reference shall be construed to be a reference to “separation from service” within the meaning of Section 457A of the Code.409A. (b) Notwithstanding any other provision of this Agreement to the contrary in contrary, to the extent that any amount payable or benefit to be provided under this Agreement, if the Executive is deemed on the date of his Agreement constitutes an amount payable or her benefit to be provided under a “separation from servicenonqualified deferred compensation plan” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(h)409A) with the Company that is not exempt from Section 409A, and such amount or benefit is payable or to be provided as a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account result of a “separation from service” that is required to be delayed pursuant to (as defined in Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement409A), and Executive is a “specified employee” (as defined and determined under Section 409A and any relevant procedures that either Employer Entity may establish) at the time of her “separation from service,” then such payment or benefit shall will not be made or provided on to Executive until the day after the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the months following Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, at which time all payments and or benefits delayed pursuant to this Section 12.14 (whether they that otherwise would have otherwise been payable paid or provided to Executive under this Agreement during that six-month period, but were not paid or provided because of this clause, will be paid or provided, with any cash payment to be made in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and (without any remaining interest with respect to that six-month period). This six-month delay will cease to be applicable if Executive “separates from service” due to death or if Executive dies before the six-month period has elapsed, in which event any such payments and or benefits due under this Agreement shall will be paid or provided to Executive’s estate as contemplated in accordance with the normal payment dates specified for them hereinSection 9, above. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It The intent of the parties is intended that payments and benefits under this Agreement will comply with which are subject to the provisions of Section 409A of the Internal Revenue Code code of 1986, as amended (the “Code”) and any the regulations and guidelines guidance promulgated thereunder (collectively, “collectively "Code Section 409A”)") shall comply with Code Section 409A and, accordingly, to the maximum extent the Agreement is subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent to be in compliance therewith. If the Employee notifies the Employer (with specificity as to the reason therefor) that the Employee believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Code Section 409A and the Employer concurs with such intent. If an amendment of belief or the Agreement is necessary in order for it Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer shall, after consulting with the Employee, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, the parties hereto will negotiate such modification shall be made in good faith and shall, to amend the Agreement in a manner that preserves maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Employer of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to this provisions of Code Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company 409A. A termination of employment shall not be deemed to have occurred for purposes of any obligation provision of this Agreement providing for the payment of any amounts or benefits subject to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Code Section 409A upon or Section 457A following a termination of the Code. (b) Notwithstanding employment unless such termination is also a "Separation from Service" as defined in Exhibit B hereto and, for purposes of any such provision to the contrary in of this Agreement, if references to a "termination," "termination of employment" or like terms shall mean such "Separation from Service." If the Executive Employee is deemed on the date of his or her “separation from service” (termination to be a "specified employee" within the meaning of Treas. Reg. that term under Code Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation "Separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), Service," no such payment or benefit shall be made or provided on the date that is prior to the earlier of (iA) the expiration of the six (6)-month period measured from the date of such "Separation from Service" of the Executive’s “separation from service,” or Employee, and (iiB) the date of the ExecutiveEmployee’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 12.14 18(x) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive Employee in a lump sum sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for . For purposes of Section 409A, except as otherwise permitted by Code Section 409A, the following conditions Employee’s right to receive any installment payments pursuant to this Agreement shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose treated as a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitreceive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”)days, the actual date of payment within the specified period shall be within the sole discretion of the CompanyEmployer. Whenever payments Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A. (a) It The intent of the parties is intended that the payment of any Amounts or benefits under this Agreement will which are subject to the provisions of Code Section 409A shall comply with Code Section 409A of the Internal Revenue Code of 1986and, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”)accordingly, to the maximum extent the Agreement is subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with therewith. To the extent required by Code Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent cessation or termination of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company Employee’s employment shall not be deemed to have occurred for purposes of Section 7 or Section 9 or any obligation other provision of this Agreement providing for the payment of any Amounts or benefits subject to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Code Section 409A upon or Section 457A following a cessation or termination of employment unless such termination is also a Separation from Service. If the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive Employee is deemed on at the date time of his or her “separation from service” (within the meaning termination of Treas. Reg. Section 1.409A-1(h)) with the Company employment to be a “specified employee” (within the meaning of Treas. Reg. that term under Code Section 1.409A-1(i)409(a)(2)(B)(i), then with regard to any payment or the provision of any benefit to the Employee that is considered deferred compensation under Code Section 409A payable on account of a “separation Separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)Service, no such payment or benefit shall be made or provided on the date that is prior to the earlier of (iA) the expiration of the six (6)-month 6) month period measured from the date time of such Separation from Service of the Executive’s “separation from service,” or Employee, and (iiB) the date time of the ExecutiveEmployee’s death (death, to the extent required under Code Section 409A. For the avoidance of doubt, the parties intend that the Manager Payment Time is a “Delay Period”specified time” for purposes of Code Section 409A(a)(2)(A)(iv). Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 12.14 14(k) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Isthmus or the Executive Employee in a lump sum sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates times specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for . For purposes of Section 409A, except as otherwise permitted by Code Section 409A, the following conditions right of Isthmus or the Employee to receive any installment payments pursuant to this Agreement shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose treated as a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefitreceive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”)period, the actual date time of payment within the that specified period shall be within the sole discretion of the CompanyEmployer. Whenever payments Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A.409A be subject to offset by any other Amount unless otherwise permitted by Code Section 409A. If the amount of the Profit-Sharing Payment depends in part on the determination of an Approved Appraiser set forth in a Valuation Report, and the Employer or the Employee petitions a court of competent jurisdiction to correct or vacate such determination, then, to the extent permitted by Code Section 409A, the portion of the Profit-Sharing Payment that is not dependent upon the Fair Market Value of the asset subject to the Valuation Report shall be payable to the Employee at the Manager Payment Time, and the remaining portion of the Profit-Sharing Payment (the “Disputed Portion”) shall be payable in accordance with Treas. Reg. Section 1.409A-3(g) (Disputed Payments and Refusals to Pay).

409A. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”issued thereunder), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act act, pursuant to this Section 12.14 12.09 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) . Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Treasury Regulation Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. that term under Section 1.409A-1(i))409A(a)(2)(B) of the Code, then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any the applicable exceptions to such requirementprovisions of Treasury Regulation Section 1.409A-1(b)(9)(iii)), the portion, if any, of such payment or benefit so required to be delayed shall not be made or provided on the date that is prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s his “separation from service,” or (ii) the date of the Executive’s his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) . Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no case will compliance with this Section by the Company constitute a breach of the Company’s obligations under this Agreement. With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries provided for herein that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A..

409A. (a) It is intended In the event that any payments or benefits set forth in this Agreement will constitute “non-qualified deferred compensation” subject to Section 409A of the Code, then the following conditions apply to such payments or benefits: (i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (and the “Code”) and any regulations and guidelines guidance promulgated thereunder (collectively, “Code Section 409A”)) and, accordingly, to the maximum extent the Agreement is subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent with such intentto be in compliance therewith. If an amendment of To the Agreement extent that any provision hereof is necessary modified in order for it to comply with Code Section 409A, the parties hereto will negotiate such modification shall be made in good faith and shall, to amend the Agreement in a manner that preserves maximum extent reasonable possible, maintain the original intent of the parties and economic benefit to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall not have the Company be liable for any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxesadditional tax, interest or penalties pursuant to penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 457A of the Code.409A. (bii) Notwithstanding A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company termination to be a “specified employee” (within the meaning of Treas. Reg. that term under Code Section 1.409A-1(i)409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation compensation” under Code Section 409A payable on account of a “separation from service,” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall not be made or provided on until the date that which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of the Executive’s such “separation from service,” or of the Executive, and (iiB) the date of the Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 12.14 7(a)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (ciii) With respect To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefit arrangements of the Company benefits shall not be subject to liquidations or exchange for another benefit, and its subsidiaries that constitute deferred compensation for purposes of Section 409A(C) no such reimbursement, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, or in-kind benefits provided, under provided in any such arrangement taxable year shall in one calendar year may not any way affect the amount expenses eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year taxable year. (except that iv) For purposes of Code Section 409A, the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the Executive’s right to reimbursement or in-kind benefits is not subject receive installment payments pursuant to liquidation or exchange for another benefitthis Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments . (v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amounts unless otherwise permitted by Code Section 409A.

409A. (a) It is intended Notwithstanding anything to the contrary in this Agreement, the parties intend that any amounts payable hereunder comply with or are exempt from Section 409A. For purposes of Section 409A, each of the payments that may be made under this Agreement will comply with shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to Execution Version Employment Agreement ▇▇▇▇ ▇▇▇▇▇▇▇ negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding anything else herein, to the extent any of the Severance Pay benefits are treated as nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), then (i) no such payment shall be made to Executive unless Executive's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-l(h) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”successor provision thereto), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (bii) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with determined by the Company to be a “"specified employee” (within " for purposes of Code § 409A(a)(2)(B)(i) and the meaning Company determines that delayed commencement of Treas. Reg. Section 1.409A-1(i)any portion of the Severance Benefits is required in order to avoid a prohibited distribution under Code § 409A(a)(2)(B)(i), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account commencement of a “such portion of the Severance Pay benefits will be delayed for six (6) months following Executive's "separation from service” that is required to be delayed " pursuant to Section 409A(a)(2)(B) of the Code § 409A, or, if sooner, until Executive's death. Delayed Severance Pay benefits (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayif any) shall be paid or reimbursed to the Executive payable in a lump sum on the first business day following the expiration of such six (6) month period, and any remaining payments and Severance Pay benefits due under this Agreement shall be paid as otherwise provided in Section 3(b)(i). Notwithstanding the foregoing, to the maximum extent permitted by applicable law, payment of the Severance Pay benefits shall be made in reliance upon Treasury Regulation § 1.409A-l(b)(9) (with respect to separation pay plans) or provided Treasury Regulation § 1.409A-l(b)(4). The Severance Pay benefits shall be treated as a right to a series of separate payments. The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with the normal payment dates specified for them hereinsuch intent. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the this Agreement shall be interpreted on accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a basis consistent with such intentmanner exempt from, or in compliance with, Section 409A). If an amendment any provision of the this Agreement is necessary in order for it would cause Executive to comply with incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will negotiate in good faith attempt to amend reform, the Agreement provision in a manner that preserves maintains, to the extent possible, the original intent of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to provisions of Section 409A. For purposes of Section 409A, each payment made under this Section 12.14 Agreement shall subject be designated as a “separate payment” within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A meaning of the Code. (b) Notwithstanding any provision Section 409A. All references herein to the contrary in this Agreement, if the Executive is deemed on the date Executive’s “termination of his employment” or her other similar term shall refer to Executive’s “separation from service” (within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h)) with . Notwithstanding anything herein to the Company to be contrary, if on the date of Executive’s separation from service Executive is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (within 1st) business day of the meaning seventh (7th) month following Executive’s separation from service date (or, if earlier, Executive’s date of Treas. Reg. Section 1.409A-1(i)death), then with regard and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to any payment or benefit Executive under this Agreement that is not considered deferred compensation under Section 409A payable on account of a through either the “short-term deferral” exception pursuant to Treasury Reg. 1.409A-1(b)(4) or the “separation from servicepay” that is required to be delayed exception pursuant to Section 409A(a)(2)(BTreasury Reg. 1.409A-1(b)(9) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall will not be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed subject to the Executive 6 month delay described in a lump sum and any remaining payments and benefits due this paragraph as provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Section 409A. With respect to any expense, reimbursement or in-kind benefit arrangements provided pursuant to this Agreement that constitutes a “deferral of compensation” within the Company and its subsidiaries that constitute deferred compensation for purposes meaning of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, reimbursement or in-kind benefits providedprovided to Executive must be incurred during the Employment Period (or applicable survival period), under any such arrangement in one calendar year may not affect (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, under such arrangement Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year year, (except that iii) the health and dental plans may impose a limit on the amount that may reimbursements for expenses for which Executive is entitled to be reimbursed or paid), (ii) any reimbursement must shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iiiiv) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Executive further acknowledges and agrees that Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Agreement specifies a payment period with reference Agreement. Executive agrees to a number hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of days (e.g., “payment shall be any payments made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and other consideration provided to Executive under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It is intended that To the extent applicable, this Agreement will comply shall be interpreted in accordance with Section 409A of the Internal Revenue Code and Department of 1986, as amended (the “Code”) and any Treasury regulations and guidelines promulgated thereunder (collectivelyother interpretive guidance issued thereunder. The intent of the parties is that payments and benefits under this Agreement comply with, “or be exempt from Section 409A”)409A of the Code and, accordingly, to the maximum extent the Agreement is subject theretopermitted, and the this Agreement shall be interpreted on a basis consistent to be in compliance with such intentintention. If an amendment To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Agreement is necessary in order for it to comply with Section 409ACode, the parties hereto will negotiate provision shall be read in good faith to amend the Agreement in such a manner that preserves the original intent of the parties no payments payable under this Agreement shall be subject to the extent reasonably possible. No action or failure to act pursuant to this an “additional tax” as defined in Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A 409A(a)(1)(B) of the Code. (b) Notwithstanding any provision to . Each installment in a series of |US-DOCS\155440181.4|| payments shall be deemed a separate payment for purposes of Section 409A of the contrary in Code. For purposes of this Agreement, if all references to the Executive is deemed on the date Executive’s “termination of his or her “separation from serviceemployment” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of mean the Executive’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). If any payments hereunder are subject to the requirements of Section 409A of the Code (determined after taking into account the “short-term deferral” rule in Treasury Regulation Section 1.409A-1(b)(4), the “two-year, two-time” rule described in Treasury Regulation Section 1.409A-1(b)(9), and any other available exception from such requirements), then (i) such payments will be paid on the 60th day following Executive’s Separation from Service to the extent required to avoid any adverse treatment under Section 409A, and (ii) if the Executive is a “specified employee” (as determined by the REIT in accordance with Treasury Regulation Section 1.409A-1(i)) as of his or her Date of Termination, then such payments shall be subject to the six-month delay rule of Section 409A(a)(2)(B)(i) of the Code. Each payment that is subject to such six-month delay rule shall be made, without interest, on the later of (i) the first payroll date that is at least six months after the Executive’s Separation from Service (or, if earlier, as soon as practicable after the Executive’s death) or (ii) the date when such payment would otherwise be due under the terms of this Agreement. To the extent required by Section 409A of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay PeriodCode, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions provided under this Agreement shall be applicableprovided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one provided during each calendar year may cannot affect the amount expenses eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), year; (ii) any reimbursement must be made on or before the last day payments in lieu of the calendar benefits shall be paid no later than the end of the Executive’s taxable year next following the calendar Executive’s taxable year in which the benefit or expense was incurred, due to be paid; and (iii) the any right to reimbursement reimbursements or in-kind benefits is under this Agreement shall not be subject to liquidation or exchange for another benefit. Whenever a payment under Notwithstanding anything to the contrary contained in this Agreement specifies a payment period with reference to a number Agreements, in the event that any of days (e.g.the Executive’s compensation or equity awards have been deferred by the Executive, “payment such deferred cash compensation or equity awards shall be distributed to the Executive in accordance with the deferral elections made within thirty (30) days after termination of employment”)by the Executive or the applicable awards agreements pursuant to which the equity awards were granted, the actual date of payment within the specified period shall be within the sole discretion and in all events in accordance with Section 409A of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Code.

409A. (a) It is intended that all of the payments payable under this Agreement will comply with be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to if not so exempt that they comply with the provisions of Section 409A, the parties hereto and this Agreement will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possiblebe construed and interpreted accordingly. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Executive is deemed on Company at the date time of his or her “your separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company service to be a “specified employee” (within the meaning for purposes of Treas. Reg. Code Section 1.409A-1(i)409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then with regard to the extent delayed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, San Rafael, California 94903 PH0NE+1415507-5000 I FAX+1415507-5100 I ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ commencement of any payment or benefit that portion of such payments is considered deferred compensation required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement)409A, such payment or benefit payments shall not be made or provided on to you prior to the date that is the earlier earliest of (ia) the expiration of the six (6)-month six-month period measured from the date of the Executive’s “your separation from service,” or service with the Company, (iib) the date of your death or (c) such earlier date as permitted under Section 409A without the Executive’s death (the “Delay Period”)imposition of adverse taxation. Upon the first business day following the expiration of the Delay Periodsuch applicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) paragraph shall be paid or reimbursed to the Executive in a lump sum to you, and any remaining payments and benefits due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. Any amount paid under this Agreement shall be paid or provided in accordance with that satisfies the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements requirements of the Company and its subsidiaries that “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.payments.

409A. (a) It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s 's “separation from service,” or (ii) the date of the Executive’s 's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s 's “separation from service,” or (ii) the date of the Executive’s 's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “"Section 409A”"), and this Agreement shall be interpreted accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will in good faith attempt to reform, the provision in a manner that maintains, to the extent the Agreement is subject theretopossible, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to provisions of Section 409A. For purposes of Section 409A, each payment made under this Section 12.14 Agreement shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (be designated as a "separate payment" within the meaning of the Section 409A. All references herein to Executive's "termination of employment" or other similar term shall refer to Executive's "separation from service" within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(hl.409A-l(h)) with . Notwithstanding anything herein to the Company contrary, if on the date of Executive's separation from service Executive is a "specified employee," as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be a “specified employee” subject to the additional tax provided by Section 409A(a)(l)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (within 1st) business day of the meaning seventh (7th) month following Executive's separation from service date (or, if earlier, Executive's date of Treas. Reg. Section 1.409A-1(i)death), then with regard and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to any payment or benefit Executive under this Agreement that is not considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed through either the "short­ term deferral" exception pursuant to Section 409A(a)(2)(BTreasury Reg. l.409A-l(b)(4) of or the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “"separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pay" exception pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayTreasury Reg. l.409A-l(b)(9) shall will not be paid or reimbursed subject to the Executive 6 month delay described in a lump sum and any remaining payments and benefits due this paragraph as provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Section 409A. With respect to any expense, reimbursement or in-kind benefit arrangements provided pursuant to this Agreement that constitutes a "deferral of compensation" within the Company and its subsidiaries that constitute deferred compensation for purposes meaning of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, reimbursement or in-kind benefits providedprovided to Executive must be incurred during the Employment Period (or applicable survival period), under any such arrangement in one calendar year may not affect (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, under such arrangement Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year year, (except that iii) the health and dental plans may impose a limit on the amount that may reimbursements for expenses for which Executive is entitled to be reimbursed or paid), (ii) any reimbursement must shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iiiiv) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a Executive acknowledges and agrees that Executive has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Executive's receipt of the payments, benefits and other consideration provided for in this Agreement. Executive further acknowledges and agrees that Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Agreement specifies a payment period with reference Agreement. Executive agrees to a number hold the Company harmless for any and all taxes, penalties or other assessments that Executive is, or may become, obligated to pay on account of days (e.g., “payment shall be any payments made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and other consideration provided to Executive under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It is intended To the extent that this Agreement will comply with Section 409A any of the payments or benefits provided for in this Section 4 are deemed to constitute non-qualified deferred compensation benefits subject to ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment following interpretations apply: (i) Any termination of the Agreement is necessary in order for it to comply with Executive’s employment triggering payment of benefits under Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in 4 must constitute a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within under Section 409A(a)(2)(A)(i) of the meaning of Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 4 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 4(d)(i) with shall not cause any forfeiture of benefits on the Company to be Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Because the Executive is a “specified employee” (within as that term is used in Section 409A of the meaning of Treas. Reg. Code and regulations and other guidance issued thereunder) on the date her separation from service becomes effective, any benefits payable under Section 1.409A-1(i)), then with regard to any payment or benefit 4 that is considered constitute non-qualified deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is delayed until the earlier of (iA) the expiration business day following the six-month anniversary of the six (6)-month period measured from the date of the Executive’s “her separation from service,” or service becomes effective, and (iiB) the date of the Executive’s death (death, but only to the “Delay Period”). Upon the expiration extent necessary to avoid such penalties under Section 409A of the Delay PeriodCode. On the earlier of (A) the business day following the six-month anniversary of the date her separation from service becomes effective, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in B) the absence of such delay) Executive’s death, the Company shall be paid or reimbursed to pay the Executive in a lump sum and any remaining the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 4 of this Agreement. (iii) It is intended that each installment of the payments and benefits due provided under Section 4 of this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation treated as a separate “payment” for purposes of Section 409A, except as otherwise permitted by Section 409A409A of the Code. In particular, the following conditions installment Severance payments set forth in Section 4(a) of this Agreement shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit divided into two portions. That number of installments commencing on the amount first payment date set forth in Section 4 of this Agreement that may be reimbursed or paid), (iiare in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) any reimbursement must be made on or before the last day of the calendar year following Code for the calendar year in which the expense was incurred, Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 4(d)(i) and (iiiii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.above.

409A. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8(c) herein shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (aSeparation Pay Plans) It is intended that or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). For this Agreement will comply with purpose each monthly payment shall be considered a separate and distinct installment payment. However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement then (i) no amount shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties payable pursuant to Section 409A or Section 457A 8(c) unless Executive’s termination of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her employment constitutes a “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with and (ii) if Executive is deemed at the Company time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (within A) the meaning expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (B) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 32 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Executive’s separation from service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinsuccessor provision thereto). (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision anything to the contrary in this Agreement, if at the Executive time Employee’s employment terminates, and Employee is deemed a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of his termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s death; except (a) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (b) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or her (c) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986 as amended (the “Code”). For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein)) with , and the term “specified employee” means an individual determined by the Company to be a “specified employee” (within the meaning of Treas. Reg. employee under Treasury regulation Section 1.409A-1(i)), then with regard to any . Each payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal treated as a separate payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number series of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever installment payments under this Agreement are is to be made in installmentstreated as a right to a series of separate payments. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, each such installment shall or be deemed to be a separate payment for purposes exempt from, the requirements of Section 409A.409A. The immediately preceding sentence shall not apply if such failure is caused by the Company’s or any of its affiliates’ breach of this Agreement.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the this Agreement shall be interpreted on accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a basis consistent with such intentmanner exempt from, or in compliance with, Section 409A and the applicable policies and guidelines of the Company). If an amendment any provision of the this Agreement is necessary in order for it would cause Employee to comply with incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will negotiate in good faith attempt to amend reform, the Agreement provision in a manner that preserves maintains, to the extent possible, the original intent of the parties applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreementcontrary, if the Executive is deemed on the date of his or her “Employee’s separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be service Employee is a “specified employee,” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(i))409A, then with regard to any payment portion of any payments, benefits or benefit other consideration under this Agreement that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required are determined to be delayed pursuant subject to the additional tax provided by Section 409A(a)(2)(B409A(a)(1)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be made or provided on delayed until the date that is the earlier of first (i1st) the expiration business day of the six seventh (6)-month period measured 7th) month following Employee’s separation from the service date (or, if earlier, Employee’s date of the Executive’s “separation from service,” or (iideath) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in as a lump sum on such date. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any remaining of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and benefits due other consideration received by Employee under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect Agreement. Employee agrees to any reimbursement or in-kind benefit arrangements of hold the Company harmless for any and its subsidiaries all taxes, penalties or other assessments that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursementEmployee is, or in-kind benefits providedmay become, under obligated to pay on account of any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits payments made and other consideration provided to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment Employee under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It is intended that this Agreement will comply with To the extent required by Section 409A of the Internal Revenue Code Code, all references to “termination of 1986, as amended (the employment,” “Code”) Date of Termination” and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the correlative phrases for purposes of this Agreement shall be interpreted on construed to require a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein). (b) To the extent that (i) any payments or benefits to which the Executive becomes entitled under this Agreement, or under any other plan, program or agreement maintained by the Company, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) the Executive is deemed at the time of such termination of employment to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to Code, then such requirement), such payment payments or benefit benefits shall not be made or provided on commence until the date that is the earlier earliest of (ix) the expiration of the six (6)-month 6) month and one day period measured from the date of the Executive’s “separation from service,” service (as defined in Section 14(a) above) from the Company; or (iiy) the date of the Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the “Delay Period”)additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the Delay Periodapplicable deferral period, all any payments and benefits delayed pursuant to this Section 12.14 (whether they which would have otherwise been payable made during that period (whether in a single sum or in installments in stallments) in the absence of such delay) this paragraph shall be paid or reimbursed to the Executive or the Executive’s beneficiary in one lump sum. For the purposes of this Section 18, the term “specified employee” means an individual determined by the Company to be a lump sum specified employee under Treasury regulation Section 1.409A-1(i) in accordance with the policies of the Company. (c) It is intended that each installment of any benefits or payments provided hereunder constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any remaining state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as “separation pay due to involuntary separation”). The parties intend that all the benefits and payments and benefits due provided under this Agreement shall be paid exempt from, or provided in accordance with comply with, the normal payment dates specified for them hereinrequirements of Section 409A of the Code. (cd) With respect to To the extent any expense reimbursement or the provision of any in-kind benefit arrangements under this Agreement is determined to be subject to Section 409A of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409ACode, the following conditions shall be applicable: (i) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefits providedbenefit, under any such arrangement in one calendar year may shall not affect the amount expenses eligible for reimbursement, or in-kind benefits to be provided, under such arrangement reimbursement in any other calendar taxable year (except that the health and dental plans may impose a limit on the amount that may for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed or paid), (ii) any reimbursement must be made on or before after the last day of the calendar year following the calendar year in which the expense was incurredExecutive incurred such expenses, and (iii) the in no event shall any right to reimbursement or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A..

409A. (a) It is intended that this Agreement will comply with Section 409A and Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A409A or Section 457a, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It is intended In the event that the payments or benefits set forth in Section 4 of this Agreement will comply with constitute “non-qualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986Code, as amended (then the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), following conditions apply to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action payments or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code.benefits: (bi) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date Any termination of his or her Executive’s employment triggering payment under Section 4 must constitute a “separation from service” (within under Section 409A(a)(2)(A)(i) of the meaning of Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(a) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. (ii) Notwithstanding any other provision with respect to the Company timing of payments under Section 4 if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Company (within the meaning of Treas. Reg. Section 1.409A-1(i)409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with regard the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4. (iii) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. (iv) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit that is considered deferred compensation arising under Section 409A payable on account of a “separation from service” that is required this Agreement, including but not limited to be delayed pursuant consequences related to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It This Agreement is intended to provide payments that this Agreement will are exempt from and/or that comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations and guidelines promulgated thereunder Treasury pronouncements (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the this Agreement shall be interpreted on accordingly (it being understood that the payment of any reimbursement hereunder shall be made in a basis consistent with such intentmanner exempt from, or in compliance with, Section 409A). If an amendment any provision of the this Agreement is necessary in order for it would cause Employee to comply with incur any additional tax under Section 409A, this Agreement shall be deemed amended to reform, and/or the parties hereto will negotiate in good faith attempt to amend reform, the Agreement provision in a manner that preserves maintains, to the extent possible, the original intent of the parties to applicable provision without violating the extent reasonably possible. No action or failure to act pursuant to provisions of Section 409A. For purposes of Section 409A, each payment made under this Section 12.14 Agreement shall subject be designated as a “separate payment” within the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A meaning of the Code. (b) Notwithstanding any provision Section 409A. All references herein to the contrary in this Agreement, if the Executive is deemed on the date Employee’s “termination of his employment” or her other similar term shall refer to Employee’s “separation from service” (within the meaning of Section 409A and Treas. Reg. Section 1.409A-1(h)) with . Notwithstanding anything herein to the Company to be contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then any portion of any payments, benefits or other consideration under this Agreement that are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (within 1st) business day of the meaning seventh (7th) month following Employee’s separation from service date (or, if earlier, Employee’s date of Treas. Reg. Section 1.409A-1(i)death), then with regard and the total of such delayed amounts shall be paid as a lump sum on such date. For purposes of clarification, any portion of any separation allowance or other payment due to any payment or benefit Employee under this Agreement that is not considered deferred compensation under Section 409A payable on account of a through either the “short-term deferral” exception pursuant to Treasury Reg. 1.409A-1(b)(4) or the “separation from servicepay” that is required to be delayed exception pursuant to Section 409A(a)(2)(BTreasury Reg. 1.409A-1(b)(9) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall will not be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed subject to the Executive 6 month delay described in a lump sum and any remaining payments and benefits due this paragraph as provided under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) Section 409A. With respect to any expense, reimbursement or in-kind benefit arrangements provided pursuant to this Agreement that constitutes a “deferral of compensation” within the Company and its subsidiaries that constitute deferred compensation for purposes meaning of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount expenses eligible for reimbursement, reimbursement or in-kind benefits providedprovided to Employee must be incurred during the Employment Period (or applicable survival period), under any such arrangement in one calendar year may not affect (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, under such arrangement Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year year, (except that iii) the health and dental plans may impose a limit on the amount that may reimbursements for expenses for which Employee is entitled to be reimbursed or paid), (ii) any reimbursement must shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense was is incurred, and (iiiiv) the right to payment or reimbursement or in-kind benefits is hereunder may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of its affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement specifies a payment period with reference Agreement. Employee agrees to a number hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of days (e.g., “payment shall be any payments made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments and other consideration provided to Employee under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.Agreement.

409A. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s 's “separation from service,” or (ii) the date of the Executive’s 's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

409A. (a) It is intended that the payments and benefits under this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the “Code”) and any regulations and guidelines promulgated thereunder (collectivelyTreasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the Agreement is subject theretomaximum extent permitted, and the this Agreement shall be interpreted on a basis consistent with such intentand be administered to be in compliance therewith (or to be in satisfaction of an exemption therefrom). If an amendment of Notwithstanding anything contained herein to the Agreement is necessary contrary, to the extent required in order for it to comply with avoid accelerated taxation and/or tax penalties under Section 409A, the parties hereto will negotiate in good faith Executive shall not be considered to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject have terminated employment with the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A for purposes of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive is deemed on under this Agreement unless and until the date Executive’s termination of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of employment constitutes a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that is required to qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be delayed pursuant to paid under such exception. For purposes of Section 409A(a)(2)(B) 409A of the Code (after taking into account any applicable exceptions to such requirementincluding, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Agreement will be treated as a separate payment and any right to a series of installment payments pursuant to this Agreement will be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such payment or benefit portion of the payments shall be made or provided delayed and paid on the date that is first business day after the earlier of (i) the expiration of the date that is six (6)-month period measured 6) months following such Separation from the date of the Executive’s “separation from service,” or Service and (ii) the date of the Executive’s death (death. Notwithstanding anything contained herein to the “Delay Period”). Upon contrary, to the expiration of extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, any payments or amounts reimbursable to the Delay Period, all payments and benefits delayed pursuant to Executive under this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Agreement shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, incurred and the amount of expenses eligible for reimbursement (iiiand in-kind benefits provided to the Executive) during any one calendar year may not affect amounts reimbursable or provided in any subsequent calendar year and the Executive’s right to reimbursement such reimbursements (or in-kind benefits is benefits) may not subject to liquidation be liquidated or exchange exchanged for another any other benefit. Whenever a With respect to any payments hereunder that may be made during any particular payment under this Agreement specifies a payment period with reference to a number of days window (e.g., “within sixty days) rather than on a specified payment shall be made within thirty (30) days after termination of employment”)date, the actual Company shall have the right to determine the exact payment date of within such payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.window.

409A. (a) It is intended that the payments and benefits under this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (together with the “Code”) and any regulations and guidelines promulgated thereunder (collectivelyTreasury Regulations relating thereto, “Section 409A”), or satisfy the requirements for an exemption to Section 409A, in each case, to the extent applicable to this Agreement and, accordingly, to the Agreement is subject theretomaximum extent permitted, and the this Agreement shall be interpreted on a basis consistent with such intentand be administered to be in compliance therewith (or to be in satisfaction of an exemption therefrom). If an amendment of Notwithstanding anything contained herein to the Agreement is necessary contrary, to the extent required in order for it to comply with avoid accelerated taxation and/or tax penalties under Section 409A, the parties hereto will negotiate in good faith Executive shall not be considered to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 12.14 shall subject have terminated employment with the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A or Section 457A for purposes of the Code. (b) Notwithstanding any provision to the contrary in this Agreement, if no Termination Date shall be deemed to have occurred, and no payment otherwise payable upon a termination of the Executive’s employment shall be paid to the Executive is deemed on under this Agreement unless and until the date Executive’s termination of his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of employment constitutes a “separation from service” from the Company within the meaning of Section 409A (a “Separation from Service”). Any payments described in this Agreement that is required to qualify for the “short-term deferral” exception from Section 409A as described in Treasury Regulation Section 1.409A-1(b)(4) will be delayed pursuant to paid under such exception. For purposes of Section 409A(a)(2)(B) 409A of the Code (after taking into account any applicable exceptions to such requirementincluding, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) and the application of the short-term deferral exception), each payment under this Agreement will be treated as a separate payment. Notwithstanding anything to the contrary in this Agreement (whether under this Agreement or otherwise), to the extent delayed commencement of any portion of the payments to be made to the Executive upon his Separation from Service is required to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such payment or benefit portion of the payments shall be made or provided delayed and paid on the date that is first business day after the earlier of (i) the expiration of the date that is six (6)-month period measured 6) months following such Separation from the date of the Executive’s “separation from service,” or Service and (ii) the date of the Executive’s death (death. Notwithstanding anything contained herein to the “Delay Period”). Upon contrary, to the expiration of the Delay Periodextent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, all payments and benefits delayed pursuant to this Section 12.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed amounts reimbursable to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with to the normal payment dates specified for them herein. (c) With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, incurred and the amount of expenses eligible for reimbursement (iii) the right to reimbursement or and in-kind benefits is provided to the Executive) during any one year may not subject to liquidation affect amounts reimbursable or exchange provided in any subsequent year and may not be liquidated or exchanged for another any other benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A..