Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 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 the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), 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 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. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) shall not commence in connection with ExecutiveEmployee’s termination of employment unless and until Executive Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(hl.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. It is intended that each installment of the Severance Benefits payments severance 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)(4l.409A-l(b)(4), 1.409A-1(b)(5) l.409A-l(b)(5), and 1.409A-1(b)(9l.409A-l(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits 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 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, and the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive 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 and (Bii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. Except All reimbursements provided under this Agreement shall be subject to the extent that payments may 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 until provided or the Specified Employee Initial Payment Date pursuant to expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the preceding paragraph, on last day of the first regular payroll pay day taxable year following the effective date 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 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 409A. Notwithstanding the Release and Waiverforegoing, the Company will pay Executive shall in no event be obligated to indemnify the Severance Benefits Executive would otherwise have received under Employee for any taxes or interest that may be assessed by the Agreement on or prior Internal Revenue Service pursuant to such date but for the delay in payment related to the effectiveness Section 409A of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject Code to standard payroll taxes and deductionspayments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “"deferred compensation” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and the regulations and other guidance thereunder and any state law of similar effect (collectively “collectively, "Section 409A”") shall not commence in connection with Executive’s Employee's termination of employment unless and until Executive Employee has also incurred a “"separation from service” " (as such term is defined in 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 Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments severance 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)(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 Benefits 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 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 Employee's Separation From Service Service, or (iib) the date of Executive’s Employee's death (such applicable date, the “"Specified Employee Initial Payment Date”"). On the Specified Employee Initial Payment Date, and the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive 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 and (Bii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. Except All reimbursements provided under this Agreement shall be subject to the extent that payments may 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 until provided or the Specified Employee Initial Payment Date pursuant to expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the preceding paragraph, on last day of the first regular payroll pay day taxable year following the effective date 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 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 409A. Notwithstanding the Release and Waiverforegoing, the Company will pay Executive shall in no event be obligated to indemnify the Severance Benefits Executive would otherwise have received under Employee for any taxes or interest that may be assessed by the Agreement on or prior Internal Revenue Service pursuant to such date but for the delay in payment related to the effectiveness Section 409A of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject Code to standard payroll taxes and deductionspayments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “"deferred compensation” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and the regulations and other guidance thereunder and any state law of similar effect (collectively “collectively, "Section 409A”") shall not commence in connection with Executive’s Employee's termination of employment unless and until Executive Employee has also incurred a “"separation from service” " (as such term is defined in 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 Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments severance 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)(41.409A-l(b)(4), 1.409A-1(b)(5) 1.409A-l(b)(5), and 1.409A-1(b)(91.409A-l(b)(9). However, if If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits 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 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 Employee's Separation From Service Service, or (iib) the date of Executive’s Employee's death (such applicable date, the “"Specified Employee Initial Payment Date”"). On the Specified Employee Initial Payment Date, and the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive 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 and (Bii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. Except All reimbursements provided under this Agreement shall be subject to the extent that payments may 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 until provided or the Specified Employee Initial Payment Date pursuant to expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the preceding paragraph, on last day of the first regular payroll pay day taxable year following the effective date taxable year in which the expense was incurred, and (iii) the right to DocuSign Envelope ID: D1B1375D-075C-4119-A6E8-14783A51E3E7 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 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 409A. Notwithstanding the Release and Waiverforegoing, the Company will pay Executive shall in no event be obligated to indemnify the Severance Benefits Executive would otherwise have received under Employee for any taxes or interest that may be assessed by the Agreement on or prior Internal Revenue Service pursuant to such date but for the delay in payment related to the effectiveness Section 409A of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject Code to standard payroll taxes and deductionspayments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under (a) The Company intends that this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning complies with or satisfies an exemption from application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) amended, and the regulations and other applicable guidance thereunder and any state law of similar effect (collectively “Section 409A”) ). The preceding provision, however, shall not commence be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in connection with an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment as an amount includible in gross income under Section 409A. (b) If any payments or benefits under this Agreement are “deferred compensation” subject to Section 409A, no payments or benefits upon Executive’s termination of employment will be paid under this Agreement unless and until Executive has also incurred Executive’s termination of employment constitutes a “separation from service” (as such term is defined in under Treasury Regulation Section 1.409A-1(h) (“Separation From Service”1.409A- 1(h)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For purposes of Section 409A, the avoidance right to a series of doubt, it is intended that installment payments of the Severance Benefits set forth in under this Agreement satisfy, shall be treated as a right to the greatest extent possible, the exemptions from the application a series of Section 409A provided separate payments. (c) If a payment obligation 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, this Agreement or other compensation arrangement arises on the termination account of Executive’s service, separation from service while Executive is a “specified employee” of the Company or any successor entity thereto, (as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-l(b)(l), after giving effect to the timing exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end 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) six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor 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 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. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day estate following the effective date of the Release and Waiver, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductionsExecutive’s death.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 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 the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), 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 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. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and WaiverRelease, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release and WaiverRelease, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) shall not commence in connection with ExecutiveEmployee’s termination of employment unless and until Executive Employee has also incurred a “separation from from 10. service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Executive Employee without causing Executive Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments severance pay provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that severance payments 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 Benefits 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 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, and the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive 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 and (Bii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. Except All reimbursements provided under this Agreement shall be subject to the extent that payments may 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 until provided or the Specified Employee Initial Payment Date pursuant to expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the preceding paragraph, on last day of the first regular payroll pay day taxable year following the effective date 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 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 409A. Notwithstanding the Release and Waiverforegoing, the Company will pay Executive shall in no event be obligated to indemnify Employee for any taxes or interest that may be assessed by the Severance Benefits Executive would otherwise have received under the Agreement on or prior Internal Revenue Service pursuant to such date but for the delay in payment related to the effectiveness Section 409A of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject Code to standard payroll taxes and deductionspayments made pursuant to this Agreement.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(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 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 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”), 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 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. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release and Waiver, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Application of Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “"deferred compensation” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and the regulations and other guidance thereunder and any state law of similar effect (collectively “collectively, "Section 409A”") shall not commence in connection with Executive’s Employee's termination of employment unless and until Executive Employee has also incurred a “"separation from service” " (as such term is defined in Treasury Regulation Section 1.409A-1(h1.409A-l(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. It is intended that each installment of the Severance Benefits payments severance 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)(4l.409A-l(b)(4), 1.409A-1(b)(5) l. 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 Benefits 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 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 Employee's Separation From Service Service, or (iib) the date of Executive’s Employee's death (such applicable date, the “"Specified Employee Initial Payment Date”"). On the Specified Employee Initial Payment Date, and the Company (or the successor entity thereto, as applicable) shall (Ai) pay to Executive 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 and (Bii) commence paying the balance of the Severance Benefits payments and benefits in accordance with the applicable payment schedules set forth in this Agreement. Except All reimbursements provided under this Agreement shall be subject to the extent that payments may 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 until provided or the Specified Employee Initial Payment Date pursuant to expenses eligible for reimbursement in any other taxable year, (ii) all reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the preceding paragraph, on last day of the first regular payroll pay day taxable year following the effective date taxable year in which the expense was incurred, and (iii) the right to DocuSign Envelope ID: A6908B63-247D-40FD-B869-DAAC62AB9B20 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 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 409A. Notwithstanding the Release and Waiverforegoing, the Company will pay Executive shall in no event be obligated to indemnify the Severance Benefits Executive would otherwise have received under Employee for any taxes or interest that may be assessed by the Agreement on or prior Internal Revenue Service pursuant to such date but for the delay in payment related to the effectiveness Section 409A of the Release and Waiver, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject Code to standard payroll taxes and deductionspayments made pursuant to this Agreement.