Common use of Application of Internal Revenue Code Section 409A Clause in Contracts

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following Separation From Service, a Release and permits the release of claims contained therein to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). To the extent the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of in Executive’s Offer Letter are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. The severance benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulation Section 1.409A-2(b)(2)(iRegulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). To the extent the Severance Benefits constitute “deferred compensation” under Section 409A However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreementdeath. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and severance benefits only if Executive duly executes and returns to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a Release and permits separation agreement containing the Company’s standard form of release of claims contained therein in favor of the Company, and permits such release to become effective in accordance with its terms (such latest permitted date, the “Release Separation Agreement Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Separation Agreement Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseparation agreement. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Releaseseparation agreement, all severance benefits will be paid in a lump sum as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six twelve (12) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, death. b. Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns return to the Company within the applicable time period set forth therein, but in Release and Waiver no event more later than forty-five (45) days following Separation From ServiceExecutive’s termination date, a Release and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid in accordance with the balance of the Section 12(b) above. c. The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employeeExecutive” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six twelve (12) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death death. (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicableb) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns return to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of Executive’s termination of employment, a the Release and Waiver attached to this Agreement as Exhibit A, and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified Executive” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Company’s normal payroll practices. (c) The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six twelve (12) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, death. b. Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in Release and Waiver no event more later than forty-five (45) days following Separation From ServiceExecutive’s termination date, a Release and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid in accordance with the balance of the Section 12(b), 12(c) and 12(f) above as applicable. c. The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Service, separation from service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) death. Executive shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules receive severance benefits set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and Section 3(e)(iii) hereof only if Executive duly continues to comply with Sections 4, 5 and 6 of this Agreement and executes and returns to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a Release the Release, and permits the release of claims contained therein such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release DeadlineDeadline (i.e., the 52nd day following the separation from service date). Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on effectiveness or prior to such date but for the delay in payment related to the deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the balance Company’s normal payroll practices. It is the intent of the Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or comply with its requirements guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the extent necessary form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to avoid adverse personal tax consequences the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A, and any ambiguities : (A) all expenses or other reimbursements provided herein shall be interpreted accordinglypayable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six twelve (12) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, death. b. Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in Release and Waiver no event more later than forty-five (45) days following Separation From ServiceExecutive’s termination date, a Release and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid in accordance with the balance of the Section 12(b), 12(c) and 12(f) above, as applicable. c. The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred you have a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-l(b)(5) and Executive is1.409A-1(b)(9). However, on the termination of if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceyour separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) your death. You shall (A) pay to Executive a lump sum amount equal receive severance benefits only if you execute and return to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth hereinCompany, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a the Release and permits Waiver attached to this Agreement as Exhibit A, and permit the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because you are a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreementdeath. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and severance benefits only if Executive duly timely complies with the requirements of Section 4 of this Agreement and executes and returns to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a Release the Release, and permits the release of claims contained therein such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on effectiveness or prior to such date but for the delay in payment related to the deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred you have a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1 (b)(5) and Executive is1.409A-l(b)(9). However, on the termination of if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceyour separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) your death. You shall (A) pay to Executive a lump sum amount equal receive severance benefits only if you execute and return to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth hereinCompany, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a the Release and permits Waiver attached to this Agreement as Exhibit A, and permit the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because you are a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred you have a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and Executive is1.409A1(b)(9). However, on the termination of if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceyour separation from service, or (ii) your death.). None of the severance benefits will be paid or otherwise delivered prior to the effective date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Release required by Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following Separation From Service, a Release and permits the release of claims contained therein to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”5(e). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none Deadline for purposes of commencing the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseverance benefit payments. Except to the minimum extent that payments may must be delayed because you are a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the balance of Company’s normal payroll practices in accordance with the Severance Benefits being paid as originally scheduled. schedules for payment set forth here n. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “in Executive’s CiC Severance Benefits”) that constitute “deferred compensation” within the meaning of Letter are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To 409A. Severance benefits are intended to comply with the extent the Severance Benefits constitute “deferred compensation” under provisions of Section 409A and 409A. As such, if Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreementdeath. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and severance benefits only if Executive duly executes and returns to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a Release and permits separation agreement containing the Company’s standard form of release of claims contained therein in favor of the Company, and permits such release to become effective in accordance with its terms (such latest permitted date, the “Release Separation Agreement Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the Release separation agreement will not be deemed effective any earlier than the Release Separation Agreement Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseparation agreement. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Releaseseparation agreement, with all severance benefits will be paid in a lump sum on the balance of the Severance Benefits being paid as originally scheduled60th day following Executive’s separation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employeeExecutive” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death death. (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicableb) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns return to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of Executive’s termination of employment, a the Release and Waiver attached to this Agreement as Exhibit A, and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified Executive” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Company’s normal payroll practices. (c) The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred you have a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1(b)(5) and Executive is1.409A-1(b)(9). However, on the termination of if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceyour separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) your death. You shall (A) pay to Executive a lump sum amount equal receive severance benefits only if you execute and return to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth hereinCompany, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a the Release and permits Waiver attached to this Agreement as Exhibit A, and permit the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because you are a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following Separation From Service, a Release and permits the release of claims contained therein to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). To the extent the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred you have a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and Executive is1.409A-l (b)(9). However, on the termination of if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Serviceyour separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) your death. You shall (A) pay to Executive a lump sum amount equal receive severance benefits only if you execute and return to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth hereinCompany, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a the Release and permits Waiver attached to this Agreement as Exhibit A, and permit the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because you are a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the balance of the Severance Benefits being paid as originally scheduledCompany’s normal payroll practices. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. This Agreement is intended to comply with Section 409A of the United States Internal Revenue Code, or an exemption thereunder and will be construed and administered in accordance with Section 409A, as amended. Notwithstanding anything any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Neither you nor the Company 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. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” under Section 409A. Anything in this Agreement to the contrary set forth hereinnotwithstanding, payments to be made under this Agreement upon termination of your employment which are subject to 409A (“409A Payments”) shall be delayed for six months following such termination of employment if you are a “specified employee” (as defined under Section 209A) on the date of termination of employment. Any 409A Payment due within such six-month period shall be delayed to the end of such six-month period. Payment with respect to reimbursement of business expenses will be made in the ordinary course in accordance with the Company’s procedures and, in any case, on or before the last day of the calendar year following the year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection comply with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following Separation From Servicewill the Company be liable for all or any portion of any taxes, a Release and permits the release of claims contained therein to become effective in accordance with its terms (such latest permitted datepenalties, the “Release Deadline”). To the extent the severance benefits are not covered by one interest or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the extent expenses that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, incurred by you on the first regular payroll pay day following the effective date account of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, non-compliance with the balance of the Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.409A.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). To the extent required by Section 409A, Severance Benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To the extent , and the Severance Benefits constitute “deferred compensation” under are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit Benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six twelve (12) months and one day after Executive’s Separation From Serviceseparation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, death. b. Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns return to the Company within the applicable time period set forth therein, but in Release and Waiver no event more later than forty-five (45) days following Separation From ServiceExecutive’s termination date, a Release and permits the release of claims contained therein Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). To If the extent the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all amounts will be paid in accordance with the balance of the Sections 13(b) and 13(e) above. c. The Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). Severance benefits shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under for purposes of Section 409A. It is intended that each Each installment of the Severance Benefits payments provided for in this Agreement severance benefits is a separate “payment” for purposes of Treasury Regulation Treas. Reg. Section 1.409A-2(b)(2)(i). To , and the extent severance benefits are intended to satisfy the Severance Benefits constitute “deferred compensation” under exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, on the termination of upon separation from service, a “specified employee” for purposes of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit severance benefits payments shall be delayed until the earlier to occur of: of (i) the date that is six (6) months and one day after Executive’s Separation From Service, separation from service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreementdeath. Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and severance benefits only if Executive duly timely complies with the requirements of Section 4 of this Agreement and executes and returns to the Company Company, within the applicable time period set forth therein, therein but in no event more than forty-five (45) days following Separation From Servicethe date of separation from service, a Release the Release, and permits the release of claims contained therein such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). To the extent If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the Release will not be deemed effective any earlier than the Release DeadlineDeadline (i.e., the 52nd day following the separation from service date). Notwithstanding any other payment schedule set forth in this Agreement, none None of the Severance Benefits severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments may must be delayed because Executive is a “specified employee” or until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on effectiveness or prior to such date but for the delay in payment related to the deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the balance Company’s normal payroll practices. It is the intent of the Severance Benefits being paid as originally scheduled. The severance benefits are intended to qualify for an exemption from application Parties that this Agreement shall be interpreted, construed and operated in compliance with any applicable provisions of Section 409A and the Treasury Regulations promulgated thereunder. To the extent that future regulations or comply with its requirements guidance issued pursuant to Section 409A or the Treasury Regulations promulgated thereunder require any amendments to this Agreement as to the extent necessary form and timing of the payment of benefits hereunder, the Parties agree that they will consent to, and make, such amendments, subject, in each such case, to avoid adverse personal tax consequences the preservation of the Parties’ respective economic interests and legal rights and obligations hereunder and provided such amendment does not impose on Executive any additional taxes, interest or penalties under Section 409A. For the avoidance of doubt, Executive’s prior written consent shall be necessary with respect to any amendments to PSU Agreement. With respect to any payment constituting nonqualified deferred compensation subject to Section 409A, and any ambiguities : (A) all expenses or other reimbursements provided herein shall be interpreted accordinglypayable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.