Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of 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”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in If any compensation or benefits provided by this Agreement to may result in the contraryapplication of Section 409A of the Code, any payments and benefits provided pursuant to this the Company shall, in consultation with the Executive, modify the Agreement which constitute in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the payments to the Executive. (b) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations issued section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the regulations Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and other guidance thereunder such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any state law remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (e) Any provisions of similar effect this Agreement or any other compensation plan notwithstanding, the Company shall have no right to accelerate any such payment hereunder or thereunder except to the extent permitted under Section 409A. (“f) For purposes of Section 409A”, each payment made after termination of employment, including COBRA continuation reimbursement payments, will be considered one of a series of separate payments. (g) A termination of employment shall not commence until Executive has incurred be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (as such term is defined in within the Treasury Regulation meaning of Section 1.409A-1(h) (“Separation From Service”)409A and, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the avoidance of doubt, it is intended that payments end of the Severance Benefits set forth calendar year in this Agreement satisfy, which the expenses are incurred; provided that Executive shall have provided a reimbursement request to the greatest extent possibleCompany no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be required pursuant to an arrangement providing for the exemptions from the application reimbursement of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of Company or any successor entity thereto, as such term is defined expenses referred to in Section 409A(a)(2)(B)(i105(b) 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 The Company shall not be obligated to reimburse Executive for any tax penalty or (ii) the date interest or provide a gross-up in connection with any tax liability of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.under Section 409A.

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to qualify for an exemption from the application of Section 409A (including but not limited to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. For all purposes of Section 409A, Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). HoweverNotwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination time of Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder (hereinafter a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with, or plan maintained by, the Company or are deemed to be “deferred compensation,” then to the extent delayed commencement of any successor entity thereto, as portion of such term payments is defined required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code, then, solely, to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the severance benefit such payments shall not be delayed until provided to Executive prior to the earlier to occur of: earliest of (i) the first date that is following expiration of the six months and one day after (6)-month period following the date of Executive’s Separation From from Service or with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable dateCode Section 409A(a)(2)(B)(i) period, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) all payments deferred pursuant to this paragraph shall (A) pay Executive be paid in a lump sum amount equal to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. In no event shall the Company be liable for taxes or penalties imposed on Executive under Section 409A. Page 6 of 13 To the extent that any reimbursements payable to Executive under this Agreement are subject to the sum provisions of Section 409A: (w) to be eligible to obtain reimbursement for such expenses, Executive must submit expense reports within forty-five (45) days after 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 expense is incurred, (Bx) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts any such reimbursements will be paid as soon as practicable no later than December 31 of the year following the year in accordance with which the Company’s normal payroll practices.expense was incurred, (y) the amount of expenses reimbursed in one (1) year will not affect the amount eligible for reimbursement in any subsequent year, and (z) the right to reimbursement under this agreement will not be subject to liquidation or exchange for another benefit. In no event shall the Company be liable for taxes or penalties imposed under Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) that are payable upon termination of employment 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 the 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. (b) 409A. It is intended that each installment of the severance benefits Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 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”), and 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 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 Severance Benefits had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) . Except to the minimum extent that payments must may be delayed because 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 and Waiver, the Company will pay Executive is a “specified employee” (as described above) the Severance Benefits Executive would otherwise have received under the Agreement on or until prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practicestaxes and deductions.

Application of Section 409A. (a) Notwithstanding anything set forth in The parties intend that this Agreement to and the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within hereunder will comply with, or be exempt from, the meaning application of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and all provisions of this Agreement will be construed, to the maximum extent possible, in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent any payment hereunder due upon the occurrence of your termination of employment constitutes deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then such payment(s) shall will not commence unless and until Executive has you have also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless . If the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute any payment hereunder constitutes “deferred compensation” under Section 409A and Executive isyou are, on the termination of Executive’s serviceyour employment, 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 Code409A, then, solely, 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 such payment will be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service your separation from service, or (ii) the date of Executive’s your death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall will (A) pay Executive to you a lump sum amount equal to the sum of the severance benefit payments that Executive you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits payments had not been so delayed pursuant to this section and (B) commence paying the balance Section 6. Each installment of the severance benefits in accordance with the applicable payment schedules set forth any payments provided for in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive Agreement is a separate “specified employeepayment” (as described above) or until the effectiveness for purposes of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six [ ] months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything set forth in The payments contemplated by this Agreement are intended to be exempt from, or to comply with the contraryrequirements of, any payments Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement shall be interpreted with that intent. Notwithstanding the foregoing, the tax treatment of amounts payable and benefits provided pursuant to under this Agreement which is not warranted or guaranteed, and neither the Companies, nor any of their respective members, shareholders, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive or any other taxpayer as a result of this Agreement, including by reason of Section 409A or any similar State statute. Notwithstanding anything to the contrary in this Agreement, if at the time Executive's employment terminates, Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement on account of Executive's separation from service that would (but for this provision) be payable within six (6) months following the date of such separation from service, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Executive's death; except (A) to the extent of amounts that do not constitute “deferred compensation” a deferral of compensation within the meaning of Treasury regulation Section 1.409A- 1(b) (including without limitation by reason of the Treasury Regulations issued safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code Code. For purposes of this Agreement, with respect to payments that are subject to Section 409A and the regulations that are payment upon or with reference to Executive's termination of employment, all references to "termination of employment" and other guidance thereunder and any state law of similar effect (“Section 409A”) correlative phrases shall not commence until Executive has incurred be construed to require a “"separation from service” " (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”of the Treasury regulations after giving effect to the presumptions contained therein), unless from the Company, and the term "specified employee" means an individual determined by the Company reasonably determines that such amounts may to be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment a specified employee of the severance benefits Company under Treasury regulation Section 1.409A-1(i). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments provided for in under this Agreement is to be treated as a right to a series of separate “payment” for purposes of Treasury Regulation payments. To the extent required by Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However409A, if the Company (or, if applicableperiod for executing and not revoking the Release spans two taxable years, the successor entity thereto) determines that Severance Benefit shall be paid in the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on second taxable year. Any tax gross up payment hereunder shall be made no later than the termination of Executive’s service, a “specified employee” of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) end of the Code, then, solely, calendar year following the calendar year in which the related taxes are remitted to the extent necessary to avoid the incurrence of the adverse personal appropriate tax consequences authorities, or at such other specified time or schedule that may be permitted under Treas. Reg. 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”1.409A-3(i)(1)(v), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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, the “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 the Treasury Regulation Section 1.409A-1(h) (the “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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance benefits and other payments under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within one or more exemptions from the meaning application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in to the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines maximum extent that such amounts may an exemption is available and any ambiguities herein shall be provided interpreted accordingly; provided, however, that to Executive without causing Executive the extent such exemption is not available, the severance benefits and other payments under this Agreement are intended to incur comply with the additional 20% requirements of Section 409A to the extent necessary to avoid adverse personal tax under Section 409A.consequences , and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. It is intended that (i) each installment of the severance any benefits payments provided for in payable under this Agreement is to Executive be regarded as a separate “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that (ii) all payments of the Severance Benefits set forth in any such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(9)(iii). However, and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Separation Agreement could become effective spans two calendar years, then, regardless of when the Separation Agreement is returned to the Company (or, if applicableand becomes effective, the successor entity theretoSeparation Agreement will not be deemed effective (solely for purposes of the timing of payment of severance benefits under this Agreement) any earlier than the latest permitted effective date, and all severance payments shall accordingly occur in the second calendar year. If the Company determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is, on the termination of Executive’s service, is a “specified employee” of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from Service, then, solely, 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 will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after Executive’s Separation From Service or from Service, and (iib) the date of Executive’s death (such applicable datedeath, the “Specified Employee Initial Payment Date”), Company will: (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments benefits 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 Section 6.6(c); and (Bii) commence paying the balance of the severance benefits in accordance with the applicable payment schedules schedule set forth in Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this AgreementSection 6.6(c). (cd) Except The Company makes no representation that compensation paid pursuant to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness terms of the Release, all amounts this Agreement will be paid as soon as practicable in accordance exempt from or comply with the Company’s normal payroll practicesSection 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing Executive him to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments Severance or Change of Control Severance provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits and Change of Control Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service Service, or (iib) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to the Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the minimum extent that payments following restrictions: (a) Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation Separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“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 the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), 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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of 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 the Executive’s termination of employment unless and until the Executive has also incurred a “separation Separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing Executive him to incur the additional 20% tax under Section 409A. (b) It is intended that each installment For purposes of the severance benefits payments provided for in this Agreement is a separate “payment” Section 409A (including, without limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement will be treated as a right to receive a series of separate payments and, accordingly, each payment under this Agreement will at all times be considered a separate and distinct payment. For the avoidance of doubt, it is intended that payments all of the Severance Benefits payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. HoweverTo the extent not so exempt, if this Agreement (and any definitions in this Agreement) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. (c) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits upon a Separation from Service provided under this Agreement (or under any other arrangement with Executive) constitute “deferred compensation” under Section 409A and Executive is, on at the termination time of Executive’s servicehis Separation from 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service from Service, or (iib) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to the Executive a lump sum amount equal to the sum of the severance benefit payments and benefits upon Separation from Service that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts . No interest will be paid as soon as practicable in accordance with the Company’s normal payroll practicesdue on any amounts so deferred.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment all of the severance benefits and other payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Internal Revenue Code Section 409A provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, to the extent applicable. HoweverFor purposes of Section 409A (including, if without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), the Employee’s right to receive any payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Employee is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute time of his “deferred compensationseparation from service” under Section 409A and Executive is, on the termination of Executive’s service, to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon “separation from service” set forth herein and/or under any other agreement with the Company or are deemed to be “deferred compensation,” then to the extent delayed commencement of any successor entity thereto, as portion of such term payments is defined in required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code, then, solely, to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the severance benefit such payments shall not be delayed until provided to the earlier Employee prior to occur of: the earliest of (i) the expiration of the six-month period measured from the date that is six months and one day after Executiveof the Employee’s Separation From Service or “separation from service” with the Company, (ii) the date of Executive’s his or her death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable dateSection 409A(a)(2)(B)(i) period, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay Executive a lump sum amount equal to the sum of the severance benefit all 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 paragraph shall be paid in accordance with the applicable payment schedules set forth in this Agreement. (c) Except a lump sum to the minimum extent that Employee, and any remaining payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will due shall be paid as soon as practicable otherwise provided herein or in accordance with the Company’s normal payroll practicesapplicable agreement. No interest shall be due on any amounts so deferred.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, 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 the Executive has also incurred a “separation from service” (as such term is defined in the 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 him to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits payments constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On 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 payments had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedules set forth in this Agreement. (c) Except To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 2.6(c)(iii) above is deferred compensation for purposes of Section 409A, then the definition of Change of Control for purposes of triggering a payment to Executive under that provision shall be limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the additional 20% tax under section 409A. (d) The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the minimum extent that payments following restrictions: (a) Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) Notwithstanding anything set forth in If any compensation or benefits provided by this Agreement to may result in the contraryapplication of Section 409A of the Code, any payments and benefits provided pursuant to this the Company shall, in consultation with the Executive, modify the Agreement which constitute in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the payments to the Executive. (b) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations issued section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the regulations Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and other guidance thereunder such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any state law remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (e) Any provisions of similar effect this Agreement or any other compensation plan notwithstanding, the Company shall have no right to accelerate any such payment hereunder or thereunder except to the extent permitted under Section 409A. (“f) For purposes of Section 409A”, each payment made after termination of employment, including COBRA continuation reimbursement payments, will be considered one of a series of separate payments. (g) A termination of employment shall not commence until Executive has incurred be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (as such term is defined in within the Treasury Regulation meaning of Section 1.409A-1(h) (“Separation From Service”)409A and, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that Executive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation, will be reimbursed to Executive as promptly as practical and in any event not later than sixty (60) days after the avoidance of doubt, it is intended that payments end of the Severance Benefits set forth calendar year in this Agreement satisfy, which the expenses are incurred; provided that Executive shall have provided a reimbursement request to the greatest extent possibleCompany no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be required pursuant to an arrangement providing for the exemptions from the application reimbursement of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of Company or any successor entity thereto, as such term is defined expenses referred to in Section 409A(a)(2)(B)(i105(b) 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 The Company shall not be obligated to reimburse Executive for any tax penalty or (ii) the date interest or provide a gross-up in connection with any tax liability of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.under Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement herein, to the contrary, extent that any payments and benefits provided pursuant to under this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) ), such payments and benefits shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ), without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance pay and benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(41.409A-l(b)(4), 1.409A-1(b)(5) 1.409A-l(b)(5), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service or Service, (iib) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, 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 the Executive has also incurred a “separation from service” (as such term is defined in the 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 him to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the any severance benefits payments constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On 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 payments had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedules set forth in this Agreement. (c) Except To the extent that any cash payment for which the Company or its successor may become obligated to pay under Section 2.6(c)(iii) above is deferred compensation for purposes of Section 409A, then the definition of Change of Control for purposes of triggering a payment to Executive under that provision shall be limited to those events that constitute “change in control events” as specified in Treasury Regulation 1.409A-3 if necessary to avoid the imposition of the additional 20% tax under section 409A. (d) The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the minimum extent that payments following restrictions: (a) Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.”

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code Code, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing Executive him to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits any payments constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On 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 the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits payments had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . The Company’s obligations to make any reimbursements or provide in-kind benefits to the minimum extent that payments Executive shall be subject to the following restrictions: (a) the Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (ai) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) 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 the Treasury Regulation Section 1.409A-1(h) (the “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. (bii) Any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 11(d)(iv) below. Except as required by Section 11(d)(iv), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance and other payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A- 1(13)(9). (iv) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (cv) Except The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) additional tax imposed under Section 409A, and any ambiguities or until the effectiveness of the Release, all amounts ambiguous terms herein will be paid as soon as practicable interpreted to be exempt or so comply. The Company and Executive agree to work together in accordance with the Company’s normal payroll practices.good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Application of Section 409A. (a) Notwithstanding anything set forth in The parties intend that all compensation and benefits payable under this Agreement either satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning exemptions from the application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), or comply with the requirements of Section 409A. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and such payment or benefit is payable upon Executive’s termination of employment, then such payments or benefits shall not commence until Executive has incurred a be payable only upon the Executive’s “separation from service.” (as such term is defined The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h) 1.409A 1(h). For purposes of Section 409A (“Separation From Service”)including, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment of the severance benefits payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Executive’s right to receive any installment payments of the Severance Benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding anything to the greatest extent possiblecontrary contained herein, if at the time of Executive’s separation from service within the meaning of Section 409A, the exemptions Company determines at the time of Executive’s separation from the application of Section 409A service that any payment or benefit to provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute this Agreement constitutes “deferred compensation” under Section 409A and if Executive is, on the termination of Executive’s service, is a “specified employeeExecutive” of the Company or any successor entity theretoat such time, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s separation from service, then, solely, 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 Severance will be delayed until the earlier to occur of: of (ia) the date that is six months and one day after Executive’s Separation From Service or separation from service, and (iib) the date of Executive’s death (such applicable earlier date, the “Specified Employee Delayed Initial Payment Date” and such delayed payments and benefits the “Delayed Payments”), and the Company will (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments Delayed Payments that Executive would otherwise have received through the Specified Employee Delayed Initial Payment Date if the commencement of the payment of the severance benefits Delayed Payments had not been so delayed pursuant to this section Section 6.8 and (Bii) commence paying the balance of the severance benefits Delayed Payments in accordance with the applicable payment schedules schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this AgreementSection 6.8. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance benefits and other payments under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within one or more exemptions from the meaning application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in to the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines maximum extent that such amounts may an exemption is available and any ambiguities herein shall be provided interpreted accordingly; provided, however, that to Executive without causing Executive the extent such exemption is not available, the severance benefits and other payments under this Agreement are intended to incur comply with the additional 20% requirements of Section 409A to the extent necessary to avoid adverse personal tax under Section 409A.consequences, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. It is intended that (i) each installment of the severance any benefits payments provided for in payable under this Agreement is to Executive be regarded as a separate “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that (ii) all payments of the Severance Benefits set forth in any such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(9)(iii). However, and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Separation Agreement could become effective spans two calendar years, then, regardless of when the Separation Agreement is returned to the Company (or, if applicableand becomes effective, the successor entity theretoSeparation Agreement will not be deemed effective (solely for purposes of the timing of payment of severance benefits under this Agreement) any earlier than the latest permitted effective date, and all severance payments shall accordingly occur in the second calendar year. If the Company determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is, on the termination of Executive’s service, is a “specified employee” of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from Service, then, solely, 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 will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after Executive’s Separation From Service or from Service, and (iib) the date of Executive’s death (such applicable datedeath, the “Specified Employee Initial Payment Date”), Company will: (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments benefits 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 Section 6.6(c); and (Bii) commence paying the balance of the severance benefits in accordance with the applicable payment schedules schedule set forth in Sections 6.2 and 6.3. No interest shall be due on any amounts deferred pursuant to this AgreementSection 6.6(c). (cd) Except The Company makes no representation that compensation paid pursuant to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness terms of the Release, all amounts this Agreement will be paid as soon as practicable in accordance exempt from or comply with the Company’s normal payroll practicesSection 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right 10. to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning qualify for an exemption from application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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 death. None of the severance benefits had not been so delayed pursuant will be paid or otherwise delivered prior to this section and (B) commence paying the balance effective date of the Release. 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 accordance with the applicable payment schedules set forth calendar year following the calendar year in this Agreement. (c) which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’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 Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which (the “Benefits”) that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation Separation from service” (as such term is defined in the 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. (b) 409A. It is intended that each installment of the severance benefits Benefits payments provided for in this Agreement is a separate and distinct “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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: (i) the date that is six months and one day after Executive’s Separation From Service from Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On 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 Benefits payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits Benefits had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . While it is intended that all payments and benefits provided under this Agreement or otherwise to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that any such payments or benefits are exempt from or compliant with Section 409A. The Company will have no liability to Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes on any payments and benefits provided to Executive as soon as practicable in accordance with the Company’s normal payroll practicesa result of this Agreement.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h1.409A--1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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)(i1.409A--2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(41.409A--1(b)(4), 1.409A-1(b)(51.409A--1(b)(5) and 1.409A-1(b)(91.409A--1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of 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”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six [ ] months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practices.requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 197298351 v1

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“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 the 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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement herein, to the contrary, extent that any payments and benefits provided pursuant to under this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) ), such payments and benefits shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ), without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance pay and benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service or Service, (iib) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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, the “Section 409A”) shall not commence in connection will Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (the “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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth to the contrary in this Agreement to the contraryAgreement, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of 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 the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company Employer reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional twenty percent (20% %) tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(5). However, if the Company If Employer (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of Company Employer or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, 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 and benefits shall be delayed until the earlier to occur of: (i) the date that is six (6) months and one day after Executive’s Separation From Service Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, Company Employer (or the successor entity thereto, as applicable) shall (Ax) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Paragraph 7 and (By) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement.. All reimbursements provided under this Agreement shall be subject to the following requirements: (ci) Except the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the minimum extent that payments must be delayed because Executive is a “specified employee” expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment of the severance payments and benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), including but not limited to the exceptions under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9), and this Agreement will be construed in accordance therewith to the maximum extent permitted by law. HoweverNotwithstanding anything to the contrary set forth herein, if to the Company (or, if applicable, the successor entity thereto) determines extent that the severance any payments and benefits provided under this Agreement constitute “deferred compensation” under within the meaning of Section 409A 409A, and Executive Employee is, on the termination of Executive’s 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, 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 and benefits payable upon such a Separation from Service shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service or from Service, (iib) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement herein, to the contrary, extent that any payments and benefits provided pursuant to under this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) ), such payments and benefits shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ), without reference to alternative definitions thereunder, a (“Separation From Service”), unless the Company reasonably determines that a Separation From Service is not a necessary precondition to payment and as a result such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance pay and benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) l.409A-1(b)(5), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service or Service, (iib) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance payments payable under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning exemptions from the application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not commence until Executive has incurred so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as such term is defined in the under Treasury Regulation Section 1.409A-1(h) )). For purposes of Section 409A (“Separation From Service”)including, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment of the severance benefits payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i1.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Employee’s right to receive any installment payments of the Severance Benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, if Employee is a “specified employee” of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Employee’s Separation from Service, then, solely, 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 Severance will be delayed until the earlier to occur ofas follows: (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”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.on

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) shall not commence in connection with Employee’s termination of employment unless and until Executive Employee has also incurred a “separation Separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code 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 the 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 him to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits any payments constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On 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 payments had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits pay in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the minimum extent that payments following restrictions: (a) Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning qualify for an exemption from application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (death. If all or the successor entity thereto, as applicable) shall (A) pay Executive a lump sum amount equal to the sum any portion 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.any

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to qualify for an exemption from the application of Section 409A (including but not limited to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. For all purposes of Section 409A, Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). HoweverNotwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination time of Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder (hereinafter a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with, or plan maintained by, the Company or are deemed to be “deferred compensation,” then to the extent delayed commencement of any successor entity thereto, as portion of such term payments is defined required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) of and the Code, then, solely, to the extent necessary to avoid the incurrence of the related adverse personal tax consequences taxation under Section 409A, the timing of the severance benefit such payments shall not be delayed until provided to Executive prior to the earlier to occur of: earliest of (i) the first date that is following expiration of the six months and one day after (6)-month period following the date of Executive’s Separation From from Service or with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable dateCode Section 409A(a)(2)(B)(i) period, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) all payments deferred pursuant to this Page 6 of 13 paragraph shall (A) pay Executive be paid in a lump sum amount equal to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. In no event shall the Company be liable for taxes or penalties imposed on Executive under Section 409A. To the extent that any reimbursements payable to Executive under this Agreement are subject to the sum provisions of Section 409A: (w) to be eligible to obtain reimbursement for such expenses, Executive must submit expense reports within forty-five (45) days after 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 expense is incurred, (Bx) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts any such reimbursements will be paid as soon as practicable no later than December 31 of the year following the year in accordance with which the Company’s normal payroll practices.expense was incurred, (y) the amount of expenses reimbursed in one (1) year will not affect the amount eligible for reimbursement in any subsequent year, and (z) the right to reimbursement under this agreement will not be subject to liquidation or exchange for another benefit. In no event shall the Company be liable for taxes or penalties imposed under Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) 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 the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) . It is intended that each installment of the severance benefits Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits, or a portion thereof, constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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 imposition of the adverse personal any additional tax consequences or income recognition under Section 409A409A prior to actual payment to the Executive, the timing of the severance benefit Severance Benefit payments that constitute “deferred compensation” under Section 409A 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”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.Payment

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to this Agreement which Severance Benefits that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) shall not commence in connection with your termination of employment unless and until Executive has you have also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive you without causing Executive you to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and Executive isyou are, on the termination of Executive’s 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, 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 Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s your Separation From Service Service, or (ii) the date of Executive’s your death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay Executive to you a lump sum amount equal to the sum of the severance benefit Severance Benefit payments that Executive you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits Severance Benefits had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (ai) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) 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 the Treasury Regulation Section 1.409A-1(h) (the “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. (bii) Any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 11(d)(iv) below. Except as required by Section 11(d)(iv), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance and other payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if . (iv) If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (cv) Except The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) additional tax imposed under Section 409A, and any ambiguities or until the effectiveness of the Release, all amounts ambiguous terms herein will be paid as soon as practicable interpreted to be exempt or so comply. The Company and Executive agree to work together in accordance with the Company’s normal payroll practices.good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing Executive him to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments Severance or Change of Control Severance provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits or Change of Control Severance set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after the Executive’s Separation From Service Service, or (iib) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to the Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . The Company’s obligations to make any reimbursements or provide in-kind benefits to Executive shall be subject to the minimum extent that payments following restrictions: (a) Executive must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness provide documentation of the Release, all amounts will be paid as soon as practicable any reimbursable expenses in accordance with the Company’s normal payroll practicesthen existing policies and procedures, (b) the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be made within a reasonable period of time following the date on which the Company receives written documentation of the expense, provided that all expenses will be reimbursed on or before the last day of the calendar year following the calendar year in which the expense was incurred.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“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 Separation from service” (as such term is defined in the 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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service from Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Executive Initial Payment Date”). On the Specified Executive Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Executive Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section, and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except . All reimbursements provided under this Agreement shall be subject to the minimum extent that payments must following requirements: (i) the amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be delayed because Executive is a “specified employee” provided or the expenses eligible for reimbursement in any other taxable year, (as described aboveii) or until the effectiveness of the Release, all amounts will reimbursements shall be paid as soon as practicable administratively practicable, but in accordance no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit. It is intended that all payments and benefits under this Agreement shall either comply with or be exempt from the Company’s normal payroll practicesrequirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Application of Section 409A. (a) 8.6.1 Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in within the Treasury Regulation meaning of Section 1.409A-1(h) 409A (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 8.6.2 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). 409A. For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of 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 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”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) 8.6.3 Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release), all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

Application of Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance benefits and other payments under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within one or more exemptions from the meaning application of the Treasury Regulations issued pursuant 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”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in to the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines maximum extent that such amounts may an exemption is available and any ambiguities herein shall be provided interpreted accordingly; provided, however, that to Executive without causing Executive the extent such exemption is not available, the severance benefits and other payments under this Agreement are intended to incur comply with the additional 20% requirements of Section 409A to the extent necessary to avoid adverse personal tax under Section 409A.consequences , and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms. (b) No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. It is intended that that (i) each installment of the severance any benefits payments provided for in payable under this Agreement is to Executive be regarded as a separate “payment” for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that (ii) all payments of the Severance Benefits set forth in any such benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(91.409A-1(b)(9)(iii). However, and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). (c) To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Separation Agreement could become effective spans two calendar years, then, regardless of when the Separation Agreement is returned to the Company (or, if applicableand becomes effective, the successor entity theretoSeparation Agreement will not be deemed effective (solely for purposes of the timing of payment of severance benefits under this Agreement) any earlier than the latest permitted effective date, and all severance payments shall accordingly occur in the second calendar year. If the Company determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is, on the termination of Executive’s service, is a “specified employee” of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from Service, then, solely, 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 will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after Executive’s Separation From Service or from Service, and (iib) the date of Executive’s death (such applicable datedeath, the “Specified Employee Initial Payment Date”), Company will: (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments benefits 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 Section 3.8(c); and (Bii) commence paying the balance of the severance benefits in accordance with the applicable payment schedules schedule set forth in Sections 3.1. No interest shall be due on any amounts deferred pursuant to this AgreementSection 3.8(c). (cd) Except The Company makes no representation that compensation paid pursuant to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness terms of the Release, all amounts this Agreement will be paid as soon as practicable in accordance exempt from or comply with the Company’s normal payroll practicesSection 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“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 the 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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9). However, if 7 If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section Section and (Bii) commence paying the balance of the severance payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (ai) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that all payments of the Severance Benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However) of the Treasury Regulations. (ii) Notwithstanding anything to the contrary set forth herein, if any payments and benefits provided under this Agreement that the Company (or, if applicable, the successor entity thereto) reasonably determines that the severance benefits constitute “deferred compensation” within the meaning of Section 409A of the Code and the Treasury Regulations and other guidance thereunder and any state law of similar effect (collectively, the “Deferred 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 Section 1.409A-1(h) of the Treasury Regulations), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional tax under Section 409A and 409A(a)(1)(B)(i)(II) of the Code. It is intended that each installment of any Deferred Severance Benefits is a separate “payment” for purposes of Section 1.409A-2(b)(2)(i) of the Treasury Regulations. (iii) If the Company reasonably determines that the Executive is, on the termination of Executive’s 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, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A409A of the Code, the timing of the severance benefit Deferred Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one calendar day after Executive’s Separation From Service “separation from service” (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations), or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). (iv) In the event that the period during which Executive may review or revoke the Release extends across two calendar years, any Deferred Severance Benefits shall not be payable until the first day of the latter calendar year (the “Release Period Payment Date”). In the event that any payments are delayed to a Specified Employee Initial Payment Date or a Release Period 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 Deferred Severance Benefits that Executive would otherwise have received through the Specified Employee Initial Payment Date or Release Period Payment Date, as applicable, if the commencement of the payment of the severance benefits Deferred Severance Benefits had not been so delayed pursuant to this section Section 4(b)(iii)-(iv) and (B) immediately thereafter commence paying the balance of the severance benefits Deferred Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything It is intended that each installment of payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent permissible, the payments and benefits set forth in this Agreement to will be administered in a manner that is consistent with the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within exceptions from the meaning application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, including but not limited to the greatest extent possible, the exemptions from the application of Section 409A provided exceptions under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(9), and this Agreement will be construed in accordance therewith to the maximum extent permitted by law. However, if To the Company (or, if applicable, the successor entity thereto) determines that the severance extent any payments and benefits provided under this Agreement are not so exempt and constitute “deferred compensation” under within the meaning of Section 409A, this Agreement will be construed in a manner that is compliant with Section 409A and Executive to the maximum extent permitted by law. If Employee is, on the termination of Executive’s servicehis Separation from 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, 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 and delivery of the benefits that become due on such a Separation from Service shall be delayed until the earlier earliest to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service or from Service, (iib) the date of ExecutiveEmployee’s death or (c) such earlier date as is permitted under Section 409A (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (Ai) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments and benefits that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits such amounts had not been so delayed pursuant to this section for compliance with Section 409A and (Bii) commence paying the balance of the severance payments and benefits thereafter in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning qualify for an exemption from application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (death. If all or the successor entity thereto, as applicable) shall (A) pay any portion of any amounts payable to Executive a lump sum amount equal is deferred 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 comply with Section 409A in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Releaseforegoing, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.such

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to this Agreement which Severance Benefits that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits Severance Benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), ) and the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the severance benefit Severance Benefit payments that the Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits Severance Benefits had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant 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”) that are payable upon termination of employment 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 the 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. (b) 409A. It is intended that each installment of the severance benefits Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 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”), and 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 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 Severance Benefits had not been so delayed pursuant to this section Section and (B) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) . Except to the minimum extent that payments must may be delayed because 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 and Waiver, the Company will pay Executive is a “specified employee” (as described above) the Severance Benefits that Executive would otherwise have received under the Agreement on or until prior to such date but for the delay in payment related to the effectiveness of the ReleaseRelease and Waiver, all with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be paid as soon as practicable in accordance with the Company’s normal subject to standard payroll practicestaxes and deductions.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment all of the severance benefits and payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. HoweverIf not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or, if applicable, at the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination time of Executive’s service, his Separation from Service to be a “specified employee” for purposes of Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, thenand if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, solely, to the extent necessary then if delayed commencement of any portion of such payments is required to avoid the incurrence a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse personal tax consequences taxation under Section 409A409A of the Code, the timing of the severance benefit payments shall upon a Separation from Service will be delayed until as follows: on the earlier to occur of: of (i) the date that is six months and one day after Executive’s Separation From Service or (ii) the effective date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.DocuSign Envelope ID: 7F317743-203A-4AD2-A896-A70F76162A1E

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“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 the Treasury Regulation Section 1.409A-1(hl.409A-l(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. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(il.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(51.409A-l(b)(4) and 1.409A-1(b)(9l.409A-l(b)(9). However, if If the Company (orCompany{or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after Executive’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (bi) It is intended that each installment of the severance payments and benefits payments provided for in under this Agreement Plan (the “Severance Benefits”) is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i)) of the Treasury Regulations. For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the Treasury Regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)) of the Treasury Regulations. However, if the Company (or, if applicable, the successor entity thereto) Plan Administrator determines that the severance benefits Severance Benefits constitute “deferred compensation” under Section 409A and Executive the Eligible Employee is, on the termination of Executive’s his or her separation from 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, 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 payment of the Severance Benefits shall be delayed until so that on the earlier to occur of: (i) the date that is six months and one day after Executivethe Eligible Employee’s Separation From Service or separation from service and (ii) the date of Executivethe Eligible Employee’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay Executive to the Eligible Employee a lump sum amount equal to the sum of the severance benefit payments Severance Benefits that Executive the Eligible Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits Severance Benefits had not been so delayed pursuant to this section Section 6(b)(i) and (B) commence paying the balance of the severance benefits Severance Benefits in accordance with the applicable payment schedules set forth in this AgreementPlan. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in The parties intend that this Agreement to and the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within hereunder will comply with, or be exempt from, the meaning application of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and all provisions of this Agreement will be construed, to the maximum extent possible, in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent any payment hereunder due upon the occurrence of Employee’s termination of employment constitutes deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then such payment(s) shall will not commence unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless . If the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute any payment hereunder constitutes “deferred compensation” under Section 409A and Executive the Employee is, on the termination of Executive’s servicehis or her employment, 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 Code409A, then, solely, 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 such payment will be delayed until the earlier to occur of: (i) the date that is six months and one day after ExecutiveEmployee’s Separation From Service separation from service, or (ii) the date of ExecutiveEmployee’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall will (A) pay Executive to Employee a lump sum amount equal to the sum of the severance benefit payments that Executive Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits payments had not been so delayed pursuant to this section Section, and (B) commence paying the balance (if any) of the severance benefits any such payments in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that . Each installment of any payments must be delayed because Executive provided for in this Agreement is a separate “specified employeepayment” (as described above) or until the effectiveness for purposes of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.Section 409A.

Application of Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance payments payable under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning exemptions from the application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) shall provided under Treasury Regulations Sections l.409A-l(b)(4) and l.409A-l(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not commence until Executive has incurred so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as such term is defined in the under Treasury Regulation Section 1.409A-1(h) l.409A-l(h)). For purposes of Section 409A (“Separation From Service”)including, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment of the severance benefits payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(il.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Executive’s right to receive any installment payments of the Severance Benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is, on the termination of Executive’s service, is a “specified employee” of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive’s Separation from Service, then, solely, 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 Severance will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after Executive’s Separation From Service or from Service, and (iib) the date of Executive’s death (such applicable earlier date, the “Specified Employee Delayed Initial Payment Date”), the Company will (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments benefits that Executive would otherwise have received through the Specified Employee Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section Section 6.8 and (Bii) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.the

Application of Section 409A. (a) Notwithstanding anything set forth in All benefits under this Agreement are intended to the contrary, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning qualify for an exemption from application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“Section 409A”) or to 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. Notwithstanding anything to the contrary set forth herein, any severance benefits that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with the Executive’s termination of employment unless and until the Executive has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits benefit payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits severance benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and the Executive is, on the termination of Executive’s 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, 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 the Executive’s Separation From Service Service, or (ii) the date of the Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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 death. . None of the severance benefits had not been so delayed pursuant will be paid or otherwise delivered prior to this section and (B) commence paying the balance effective date of the Release. 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 accordance with the applicable payment schedules set forth calendar year following the calendar year in this Agreement. (c) which Executive’s Separation From Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. 268894125 v4 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 Section 409A. (a) Notwithstanding anything set forth in It is intended that all of the severance payments payable under this Agreement satisfy, to the contrarygreatest extent possible, any payments and benefits provided pursuant to this Agreement which constitute “deferred compensation” within the meaning exemptions from the application of the Treasury Regulations issued pursuant to Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (“collectively, "Section 409A”'') shall provided under Treasury Regulations Sections l .409A-l(b)(4) and 1.409A-l(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not commence until Executive has incurred so exempt, this Agreement (and any definitions hereunder) will be construed in a “manner that complies with Section 409A, and incorporates by reference all required definitions and 8. payment terms. No severance payments will be made under this Agreement unless Executive's termination of employment constitutes a "separation from service” " (as such term is defined in the under Treasury Regulation Section 1.409A-1(h) l.409A-l (“Separation From Service”h)). For purposes of Section 409A (including, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) It is intended that each installment of the severance benefits payments provided for in this Agreement is a separate “payment” limitation, for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(il.409A-2(b)(2)(iii). For the avoidance of doubt), it is intended that Executive's right to receive any installment payments of the Severance Benefits set forth in under this Agreement satisfy(whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, to the greatest extent possibleaccordingly, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) each installment payment hereunder shall at all times be considered a separate and 1.409A-1(b)(9)distinct payment. However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “provided under this Agreement constitutes "deferred compensation” " under Section 409A and if Executive is, on the termination of Executive’s service, is a “"specified employee” " of Company or any successor entity theretothe Company, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of Executive's Separation from Service, then, solely, 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 Severance will be delayed until as follows: on the earlier to occur of: of (ia) the date that is six months and one day after Executive’s 's Separation From Service or from Service, and (iib) the date of Executive’s 's death (such applicable earlier date, the “Specified Employee ''Delayed Initial Payment Date”''), the Company will (or the successor entity thereto, as applicable) shall (Ai) pay to Executive a lump sum amount equal to the sum of the severance benefit payments benefits that Executive would otherwise have received through the Specified Employee Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section Section 6.8 and (Bii) commence paying the balance of the severance benefits in accordance with the applicable payment schedules schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this AgreementSection 6.8. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.

Application of Section 409A. (a) Notwithstanding anything set forth in If any compensation or benefits provided by this Agreement to may result in the contraryapplication of Section 409A of the Code, any payments and benefits provided pursuant to this the Company shall, in consultation with the Executive, modify the Agreement which constitute in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the payments to the Executive. (b) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of the Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code), (B) the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations issued Section 1.409A-1(b)(9)(iii), and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(b), would be subject to interest and additional tax imposed pursuant to Section 409A 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Sections 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. (c) To the extent that the provision of health insurance following the Date of Termination is so delayed, the Executive shall be entitled to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) during such period of delay, and the regulations Company shall reimburse the Executive for any Company portions of such COBRA Coverage in the seventh month following the Date of Termination. (d) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under the Code Section 409A provided on account of a “separation from service,” and other guidance thereunder such benefits are not otherwise exempt from Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any state law remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein. (e) Any provisions of similar effect this Agreement or any other compensation plan notwithstanding, the Company shall have no right to accelerate any such payment hereunder or thereunder except to the extent permitted under Section 409A. (“f) For purposes of Section 409A”, each payment made after termination of employment, including COBRA continuation reimbursement payments, will be considered one of a series of separate payments. (g) A termination of employment shall not commence until Executive has incurred be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (as such term is defined in within the Treasury Regulation meaning of Section 1.409A-1(h) (“Separation From Service”)409A and, unless Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. (b) 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). For any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (h) Any amount that the avoidance of doubtExecutive is entitled to be reimbursed under this Agreement that may be treated as taxable compensation, it is intended that payments will be reimbursed to the Executive as promptly as practical and in any event not later than sixty (60) days after the end of the Severance Benefits set forth calendar year in this Agreement satisfy, which the expenses are incurred; provided that the Executive shall have provided a reimbursement request to the greatest extent possibleCompany no later than thirty (30) days prior to the date the reimbursement is due. The amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses for reimbursement in any other calendar year, except as may be required pursuant to an arrangement providing for the exemptions from the application reimbursement of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the severance benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of Executive’s service, a “specified employee” of Company or any successor entity thereto, as such term is defined expenses referred to in Section 409A(a)(2)(B)(i105(b) 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 Company shall not be obligated to reimburse the date that is six months and one day after Executive’s Separation From Service Executive for any tax penalty or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (interest or the successor entity thereto, as applicable) shall (A) pay Executive provide a lump sum amount equal to the sum gross-up in connection with any tax liability 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.under Section 409A.

Application of Section 409A. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryherein, any payments and benefits provided pursuant to under this Agreement which that constitute “deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of 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 Employee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. (b) 409A. It is intended that each installment of the severance benefits payments pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A- 2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions exceptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) ), and 1.409A-1(b)(91.409A- 1(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the severance any payments or benefits constitute “deferred compensation” under Section 409A and Executive Employee is, on the termination of Executive’s 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, 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 and benefits shall be delayed until the earlier to occur of: (ia) the date that is six months and one day after ExecutiveEmployee’s Separation From Service Service, or (iib) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay 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. (c) Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices.Employee’s