Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits Each payment under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if the Executive is a “specified employee” (within the meaning of expenses or provision of in-kind benefits shall be subject to Section 409A) on the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) date of the Code; Executive’s separation from service, then any payments or benefits that otherwise would be payable under this Agreement within the first six months following the Executive’s separation from service (2the “409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) the reimbursement of an eligible expense shall be made no later than days after the end of the year after sixth month period following the year in which Executive’s separation from service, or Executive’s death, if sooner, but only to the extent that such expense was incurred; and (3) payments or benefits provide for the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes “deferral of Code compensation” within the meaning of Section 409A, Executive’s right to after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, the Executive will receive any installment remaining payments and benefits due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that severance payments or benefits under this Agreement are conditioned on the execution of a release by Executive, Executive shall be treated as a right forfeit all rights to receive a series of separate such payments and distinct paymentsbenefits unless such release is signed and delivered to the Company within the time required by this Agreement. Whenever a payment under this Agreement specifies specified a payment period with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If The Company will cooperate with the Executive is a specified employee within in making any amendments to this Agreement that the meaning Executive reasonably requests to avoid the imposition of Code taxes or penalties under Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result 409A of the Executive’s separation from service, sooner Code provided that such changes do not provide the Executive with additional benefits (other than six (6de minimus benefits) months after Executive’s “separation from service” that, absent the application of under this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathAgreement.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort-term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Section 409A of the Internal Revenue Code and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter that would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such the termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), the payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during that six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of the delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because those expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the fiscal year following the fiscal year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and that is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand 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 or provision of benefit to Executive under Section 409A. 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. 5.8.3. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or (ii) termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service’ with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service.” With respect to any reimbursement , the Executive is a “specified Executive’ (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If applicable provision without subjecting the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. (i) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination.”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent a. If any provision of the Parties is that payments and benefits under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code (“Code”) Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply withwith Code Section 409A; provided, or be exempt from, that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and, accordinglyand to maintain, to the maximum extent permittedpracticable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. b. Notwithstanding any provision to the contrary in this Agreement shall be interpreted and administered accordingly. A Agreement, if the Executive is deemed on the date of termination of employment shall not to 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicespecified employee” within the meaning of that term under Code Section 409A and409A(a)(2)(B), for purposes then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” payment or like terms benefit shall mean “separation from service.” With respect to any reimbursement of expenses of, not be made or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided (subject to the following conditions: last sentence hereof) prior to the earlier of (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) expiration of the Code; six (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment 6)-month period with reference to a number of days (e.g., “within sixty (60) days following measured from the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to (as such term is defined in Treasury Regulations issued under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i409A) six (6) months after Executive’s “separation from service,” or (ii) the date of Executive’s deathdeath (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service., the Executive is a “specified Executive” With respect to any reimbursement (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If applicable provision without subjecting the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. The intent of the Parties 15.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Code and any regulations and Treasury guidance promulgated thereunder. 15.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code. 15.3 The preceding provisions, accordinglyhowever, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. Company shall not be liable to Executive for any payment made under this Agreement, at the maximum extent permitteddirection or with the consent of Participant, which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 15.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 15.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. . 15.6 For purposes of Code Section 409A409A of the Code, the date as of which Company and Executive reasonably anticipate that no further services would be performed by Executive shall be construed as the date that Executive first incurs a “separation from service” as defined under Section 409A of the Code. 15.7 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days the seventh month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s estate following his death.

Code Section 409A Compliance. a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. A termination shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of employment the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. b) An “Employment Separation” shall not 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 that are considered “nonqualified deferred compensation” under Code Section 409A an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” an Employment Separation or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind benefits to, any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursement of expenses or provision of in-kind benefits reimbursements shall be subject paid no later than March 15th of the calendar year following the calendar year in which the expenses to the following conditions: (1) the be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” this Agreement or (ii) Executive’s deathotherwise.”

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this Agreement the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release, Employee will sign and return the General Release within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, provided that the General Release is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The Executive and Buyer acknowledge that the Executive’s employment with Seller and/or Seller Bank will be terminated in connection with the Merger, effective immediately upon the Effective Time of the Merger, and that such termination will be a “separation from service” (within the meaning of Code Section 409A and the regulations thereunder) as an employee of Seller and Seller Bank. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “separation from service,” Buyer determines that the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent the Change of Control Agreement Amount would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Code Section 409A(a) as a result of the application of Code Section 409A(a)(2)(B)(i), such payment shall not be payable until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or either be exempt from, from or comply with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A termination of employment In no event whatsoever shall not Buyer or its affiliates be deemed liable for any additional tax, interest, or penalty that may be imposed on Executive by Code Section 409A or damages for failing to have occurred for purposes of comply with Code Section 409A. Notwithstanding any other provision of this Agreement providing for to the contrary, in no event shall any payment of any amounts or benefits upon or following a termination of employment under this Agreement that are considered constitutes “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning for purposes of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement offset, counterclaim, or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in recoupment by any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred amount payable to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Executive unless otherwise permitted by Code Section 409A409A. Buyer, Executive’s right Seller, and Seller Bank make no representation or warranty and shall have no liability to receive the Executive or any installment payments pursuant to other person if any provisions of this Agreement shall be treated as a right are determined to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified constitute deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result of but do not satisfy an exemption from, or the conditions of, such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathSection.

Code Section 409A Compliance. The 8.1. It is the Company’s intent of the Parties is that payments compensation and benefits to which you are entitled under this Agreement comply withnot be treated as “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder (“Code Section 409A”), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be exempt from, treated as “nonqualified deferred compensation” under Code Section 409A and, accordingly, to the maximum extent permitted, unless this Agreement shall is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be interpreted and administered accordinglyentitled under this Agreement. 8.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six (6) month period measured from the date of your “separation from service,” and (b) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits todelayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executivenormal payment dates specified for them herein. 8.3. If a general release of claims, as specified contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not “nonqualified deferred compensation” for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this AgreementAgreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is “nonqualified deferred compensation” for purposes of Code Section 409A, then such reimbursement of expenses payments or provision of in-kind benefits shall be subject to made or commence upon the sixtieth (60th) day following conditions: your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4. For purposes of compliance with Code Section 409A, (1a) the all expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by you, (3b) the any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year. 8.5. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 8.6. Whenever a In no event shall any payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7. In no event whatsoever shall the Company be liable for any additional tax tax, interest or penalty that may be imposed pursuant to on you by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.damages for failing to comply with Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. A termination shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of employment the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) An “Employment Separation” shall not 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 that are considered “nonqualified deferred compensation” under Code Section 409A an Employment Separation unless such termination Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” an Employment Separation or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind benefits to, any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursement of expenses or provision of in-kind benefits reimbursements shall be subject paid no later than March 15th of the calendar year following the calendar year in which the expenses to the following conditions: (1) the be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) 409A be offset by any other payment pursuant to this Agreement or otherwise.” SIXTH: Except as specifically modified herein, the Agreement shall remain in full force and would receive any payment of “nonqualified deferred compensation,” as a result effect in accordance with all of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathterms and conditions thereof.

Code Section 409A Compliance. The intent Notwithstanding any provision of this Agreement to the Parties is that payments contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Each payment payable to the Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” With respect for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any reimbursement such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of expenses ofemployment, or in the event the Executive is a “specified employee” (as defined in Code Section 409A), any provision of in-kind benefits tosuch payment that would otherwise have been payable in the first six (6) months following the Executive’s Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the Executive’s Termination Date (or, if earlier, the Executive’s date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payments otherwise payable to the Executive under this Agreement. Thereafter, as specified the remainder of any such payments shall be payable in accordance with this Agreement. (d) All expenses or other reimbursements to the Executive under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (e) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a period within which such payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A as a result of such status as a specified employee409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A, and (ii) Executive’s deathany reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code (“Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. . (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. . (e) If Executive Employee is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) of the Code and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) 6 months after ExecutiveEmployee’s “separation from service” that, absent the application of this Section 2413(e), would be subject to additional tax imposed pursuant to Code Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) 6 months after ExecutiveEmployee’s “separation from service,” or (ii) ExecutiveEmployee’s death.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this the Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release Agreement, Employee will sign and return the General Release Agreement providing within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release Agreement plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release Agreement that would otherwise be made during the period for review and revocation of the General Release Agreement will be made, provided that the General Release Agreement is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent provisions of the Parties is that payments and benefits this Section 9.11 apply to each payment or benefit under this Agreement comply with, or be that is considered deferred compensation that is subject to (and not exempt from, ) the provisions of Internal Revenue Code Section 409A and(“Section 409A”) (such payments or benefits, accordingly, to the maximum extent permitted, “409A Payments”). Each 409A Payment under this Agreement shall be interpreted and administered accordingly. considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits a 409A Payment upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if the Executive is a “specified employee” (within the meaning of expenses or provision of in-kind benefits shall be subject to Section 409A) on the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) date of the Code; Executive’s separation from service, then any 409A Payments that otherwise would be payable under this Agreement within the first six (26) months following the reimbursement of an eligible expense Executive’s separation from service (the “409A Suspension Period”), shall instead be made no later than paid in a lump sum within fourteen (14) days after the end of the year after sixth (6th) month period following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to separation from service, or Executive’s death, if sooner. After the 409A Suspension Period, the Executive will receive any installment payments remaining 409A Payments due pursuant to this Agreement in accordance with its terms (as if there had not been any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release by the Executive, if the Release consideration period spans two (2) calendar years, then such 409A Payments shall be treated as a right to receive a series paid in the second (2nd) calendar year regardless of separate and distinct paymentsthe time the Executive returns such Release. Whenever a payment under this Agreement specifies specified a payment period with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If The Company will cooperate with the Executive is a specified employee within in making any amendments to this Agreement that the meaning Executive reasonably requests to avoid the imposition of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code taxes or penalties under Section 409A as a result of provided that such status as a specified employee, then such payment shall instead be payable on changes do not provide the date that is the earliest of Executive with additional benefits (iother than de minimis benefits) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathunder this Agreement.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Employee nor the Bank shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A. (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Code Section 409A and that are paid upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If Employee is deemed on the date of separation from service with the Bank to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s separation from service or (ii) the date of Employee’s death. In the case of benefits, however, Employee may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Employee’s separation from service or, if earlier, on the date of Employee’s death, all payments delayed pursuant to this Section 22 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be that are subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Bank’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within Bank. (g) Notwithstanding any of the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive this Agreement, the Bank shall not be liable to Employee if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathCode Section 409.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. . (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” ” (c) With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. . (e) If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) of the Code and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) 6 months after Executive’s “separation from service” that, absent the application of this Section 2411(e), would be subject to additional tax imposed pursuant to Code Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) 6 months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. ​ (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, 409A; accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and administered accordingly. will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. ​ (b) A termination of employment shall will not 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and409A, and for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or ​ like terms shall will mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. ​ (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or provision other reimbursements hereunder will be made on or before the last day of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect following the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and expenses were incurred by the Employee, (3B) the any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. ​ (d) For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be is within the sole discretion of the Company. If Executive is a specified employee within ​ (e) Notwithstanding any provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event will any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A. ​

Code Section 409A Compliance. The intent provisions of this Agreement are intended to meet the requirements of Section 409A of the Parties is that payments Code, and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyconstrued consistent with that intent. A termination Notwithstanding any other provision of employment shall not be deemed to have occurred this Agreement, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits to the Executive hereunder that is considered to be “deferred compensation” subject to Section 409A upon or following a termination of employment: (a) A termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A shall not be deemed to have occurred unless such termination is also a “separation from service” within the meaning of Code Section § 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (b) If Executive Officer is a “specified employee” With respect to any reimbursement within the meaning of expenses ofSection 409A of the Code on the date of Executive Officer’s “separation from service” (the “Separation Date”), or any provision of in-kind benefits to, the Executive, as specified under this Agreement, then no such reimbursement of expenses or provision of in-kind benefits payment shall be made or commenced during the period beginning on the Separation Date and ending on the date that is six months and one day following the Separation Date or, if earlier, on the date of Executive Officer’s death, if making such payment on the Separation Date would result in Executive Officer being subject to the additional taxes imposed under Section 409A of the Code. The amount of any payment that would otherwise be paid to Executive Officer during this period shall instead be paid to Executive Officer on the first business day following conditions: the date that is six months and one day following the Separation Date or, if earlier, the date of Executive Officer’s death. (1c) Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement or and the amount of in-kind benefits provided in one taxable during a calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. 5.7.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand 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 or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.7.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.7.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.7.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short- term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.7.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits, in either case, which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum within thirty (ii30) days after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.7.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee's termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Employee's death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and("Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Employee's termination of employment,” or like terms employment shall mean “be deemed to occur on the date that the Employee incurs a "separation from Service' with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Employee's separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the ExecutiveEmployee is a "specified employee' (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), as specified the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Employee's separation from Service and the Company shall then pay the Employee, without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Employee's separation from service had the Employee not been a specified employee. Thereafter, such the Company shall pay Employee any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Employee under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Employee as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes In addition, if any provision of this Agreement would subject the Employee to any additional tax or interest under Code Section 409A, Executive’s right then the Company shall reform such provision; provided that the Company shall (x) maintain, to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)maximum extent practicable, the actual date of payment within the specified period shall be within the sole discretion original intent of the Company. If Executive is a specified employee within applicable provision without subjecting the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject Employee to such additional tax imposed pursuant to Code Section 409A or interest and (y) not incur any additional compensation expense as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathreformation.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, ” (c) To the extent that severance payments or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall be treated as a right forfeit all rights to receive a series of separate such payments and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference benefits unless such release is signed and delivered (and no longer subject to a number of days (e.g.revocation, “if applicable) within sixty (60) days following the date of termination”), the actual date Executive’s termination of payment within the specified period shall be within the sole discretion of the Companyemployment. If Executive the foregoing release is a specified employee within executed and delivered and no longer subject to revocation as provided in the meaning preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee409A, then such payment or benefit shall instead be payable on commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. (ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the earliest sixtieth (60) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Executive’s termination of employment. The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that the Executive shall bear the full cost of such benefits during such delay period. (d) For purposes of compliance with Code Section 409A, to the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Section 409A, (i) six (6) months after all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive’s “separation from service,” or , (ii) Executive’s deathany right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. The intent of the Parties (a) It is intended that payments and benefits under this Agreement shall comply withwith the provisions of Code Section 409A, or be exempt fromfrom the application of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments hereunder, including any salary continuation, shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, all taxable reimbursements provided under this Agreement that are subject to Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted made in accordance with the requirements of Code Section 409A. The amount of taxable expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of a taxable eligible expense shall be made in accordance with the Company’s policies and administered accordinglypractices and as otherwise provided herein, provided, that, in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred. A termination The right to reimbursement of employment shall a taxable expense is not be deemed subject to have occurred liquidation or exchange for purposes of another benefit. (c) Notwithstanding any other provision of this Agreement providing to the contrary, if Executive is considered a “specified employee” for the purposes of Code Section 409A, any payment of any amounts or benefits upon or following a termination of employment that are considered constitutes “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject that is otherwise due to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after such Executive’s “separation from service” that, absent under this Agreement during the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after six-month period immediately following Executive’s “separation from service,” shall be accumulated and paid to the Executive on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if the Executive dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or (ii) 10 days following the date of Executive’s death. (d) Notwithstanding any provision in this Agreement to the contrary, any references to termination of employment or date of termination shall mean and refer to “separation from service” and the date of such “separation from service” as that term is defined in Code Section 409A. [the remainder of this page is left intentionally blank; signature page follows]

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement either are exempt from or comply with, or be exempt from, with Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement (and payments and benefits hereunder) shall be interpreted and administered accordinglyto be exempt from or in compliance therewith. However, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or for damages for failing to be exempt from or in compliance with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (i) With respect regard to any reimbursement payment that is considered deferred compensation under Code Section 409A payable on account of expenses of, or any provision a “separation from service,” such payment shall be made on the date which is the earlier of in-kind benefits to, (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, as specified and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” 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 reimbursement 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 expenses or provision the cost of in-kind such benefits upon expiration of the Delay Period, and any remaining benefits shall be subject reimbursed or provided by the Company in accordance with the procedures specified herein. (d) Subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided applicable terms and conditions contained in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearSection 3(e), except for any medical reimbursement arrangement providing for the reimbursement all reimbursements of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense under this Agreement shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and (3) expenses were incurred by the Executive. Any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit. No such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, the Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (f) Notwithstanding any other provision of this Agreement to the meaning contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) 409A be subject to offset, counterclaim or recoupment by any other amount payable to the Executive unless and would receive to the extent otherwise permitted by Code Section 409A. Unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, to the extent that any payment of “nonqualified deferred compensation,” as base salary or other compensation is to be paid for a result specified continuing period of time beyond the date of the Executive’s separation from servicetermination of employment in accordance with the Company’s payroll practices (or other similar term), sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result payments of such status base salary or other compensation shall be made upon such schedule as a specified employee, then such payment shall instead be payable on in effect upon the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathtermination, but no less frequently than monthly.

Code Section 409A Compliance. The Notwithstanding any provision of this Agreement to the contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the Parties is that payments such payment and benefits under this Agreement shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company makes no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with the Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for the purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A the Executive’s Termination Date unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” or like terms shall mean “separation from service.” (c) Each payment payable to the Executive under this Agreement on or after the Executive’s Termination Date shall be treated as a separate and distinct “payment” With respect for purposes of Code Section 409A and, further, is intended to be exempt from Code Section 409A, including but not limited to the short-term deferral exemption thereunder. If and to the extent any reimbursement such payment is determined to be subject to Code Section 409A and is otherwise payable upon the Executive’s termination of expenses ofemployment, or in the event the Executive is a “specified employee” (as defined in Code Section 409A), any provision of in-kind benefits tosuch payment that would otherwise have been payable in the first six (6) months following the Executive’s Termination Date will not be paid to the Executive until the date that is six (6) months and one (1) day following the Executive’s Termination Date (or, if earlier, the Executive’s date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payment otherwise payable to the Executive under this Agreement. Thereafter, as specified the reminder of such payment shall be payable in accordance with this Agreement. (d) All expenses or other reimbursements to the Executive under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (e) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a period within which such payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)may be made, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A as a result of such status as a specified employee409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A, and (ii) Executive’s deathany reference herein to the term “Company” shall mean the Company and all persons with whom the Company would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall to be in compliance therewith; provided, that the Company does not be deemed guarantee to have occurred for purposes of Consultant any provision of particular tax treatment with respect to this Agreement providing and any payments hereunder. In no event whatsoever shall the Company be liable for the payment of any amounts additional tax, interest or benefits upon or following a termination of employment penalties that are considered “nonqualified deferred compensation” under may be imposed on Consultant by Code Section 409A unless such termination is also a “separation from service” within the meaning of or any damages for failing to comply with Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. 409A. For purposes of Code Section 409A, ExecutiveConsultant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive In no event may Consultant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is a specified employee within the meaning considered non-qualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A(a)(2)(B)(i409A, (i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would right to reimbursement or in-kind benefits shall not be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” liquidation or exchange for another benefit; (ii) Executivethe amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Consultant’s deathtaxable year following the taxable year in which the expense was incurred.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Section 409A payable on account of “a separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 5(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3B) the any right to such reimbursement or in-in kind benefits shall not be subject to liquidation or exchange for another benefit. , and (C) no such reimbursement, expenses eligible for reimbursement, in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (e) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to Code offset by any other amount unless otherwise permitted by Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to on account of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes (other than by reason of any provision of this Agreement providing for the payment of any amounts or benefits upon or following Executive’s death) constitute a termination of employment that are considered distribution under a “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicecompensation plan” within the meaning of Code Section 409A and(“Deferred Compensation”), for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “the Executive’s termination of employment,” or like terms employment shall mean be deemed to occur on the date that the Executive incurs a “separation from Service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s separation from service., the Executive is a “specified Executive” With respect to any reimbursement (within the meaning of expenses ofCode Section 409A and Treasury Regulation Section 1.409A-1(i)), or any provision the payment of in-kind benefits to, such Deferred Compensation shall commence on the first business day of the seventh month following the Executive’s separation from Service and the Company shall then pay the Executive, as specified without interest, all such Deferred Compensation that would have otherwise been paid under this AgreementAgreement during the first six months following the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, such the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement of expenses or provision of in-kind benefits by the Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be subject made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following conditions: (1) the expenses eligible for year during which such expense was incurred. Any reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses amount eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the another year after the year in which such expense was incurred; and (3) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject the Executive to any additional tax or interest under Code Section 409A, then the Company shall, subject to the Executive’s consent (such consent not be unreasonably withheld, conditioned or delayed), reform such provision; provided that the Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort-term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand 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 or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.8.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits, in either case, which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum within thirty (ii30) days after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or either be exempt from, from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for Agreement, if the payment of any amounts or benefits upon or following a termination of employment that are considered Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A andand the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for purposes any portion of any such provision taxes, penalties, interest, or other expenses that may be incurred by Executive on account of this Agreementnon-compliance with Section 409A. To the extent required by Section 409A, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” each reimbursement or like terms in-kind benefit provided under the Agreement shall mean “separation from service.” With respect to any reimbursement be provided in accordance with the following: (i) the amount of expenses ofeligible for reimbursement, or any provision of in-kind benefits toprovided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during each calendar year shall cannot affect the expenses eligible for reimbursement reimbursement, or the amount of in-kind benefits provided to be provided, in any other taxable calendar year, except for (ii) any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than paid to the end Executive on or before the last day of the calendar year after following the calendar year in which such the expense was incurred; , and (3iii) the any right to reimbursement reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. a. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated hereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (ii) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. d. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. 16.1 The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. 16.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of expenses of, a “separation from service,” such payment or any provision benefit shall be made or provided at the date which is the earlier of in(a) the expiration of the six-kind benefits to, month period measured from the date of such “separation from service” of the Executive, as specified and (b) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 16 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement paid or the amount of in-kind benefits provided in one taxable year shall not affect accordance with the expenses eligible normal payment dates specified for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. them herein. 16.3 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies that is considered non-qualified deferred compensation. In no event shall the timing of Executive’s execution of the Release directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment period with reference that is subject to a number execution of days (e.g.the Release could be made in more than one taxable year, “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within made in the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If .” (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. to be in compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the maximum extent permittedprovisions of Section 409A of the Code. 11.3 The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. No Company Group Member shall be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.4 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following treated as a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references right to a “termination,” “termination series of employment,” or like terms shall mean “separation from serviceseparate payments.” 11.5 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” thator, absent the application of this Section 24if earlier, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.within fifteen

Code Section 409A Compliance. ​ (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and, 409A; accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and administered accordingly. will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A. ​ (b) A termination of employment shall will not 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and409A, and for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or ​ ​ like terms shall will mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. ​ (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or provision other reimbursements hereunder will be made on or before the last day of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect following the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and expenses were incurred by the Employee, (3B) the any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. ​ (d) For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be is within the sole discretion of the Company. If Executive is a specified employee within ​ (e) Notwithstanding any provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event will any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A. ​

Code Section 409A Compliance. The intent This Agreement is intended to comply with the requirements of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A or an exemption or exclusion therefrom and, accordinglywith respect to amounts that are subject to Code Section 409A, to the maximum extent permitted, shall in all respects be administered in accordance with Code Section 409A. Each payment under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred treated as a separate payment for purposes of Code Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any provision payment to be made under this Agreement. If Executive dies following the date of this Agreement providing for termination and prior to the payment of any amounts or benefits upon or following a termination delayed on account of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless 409A, such termination is also a “separation from service” amounts shall be paid to the personal representative of Executive’s estate within 30 days after the date of Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A andshall be made or provided in accordance with the requirements of Code Section 409A, for purposes of any such provision of this Agreementincluding, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms without limitation, that (i) in no event shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, reimbursements by the Executive, as specified Company under this AgreementAgreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such reimbursement fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses or provision of in-kind benefits shall be subject to the following conditions: were incurred; (1ii) the expenses eligible for reimbursement or the amount of in-kind benefits provided that the Company is obligated to pay or provide in one taxable any given calendar year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided that the Company is obligated to pay or provide in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2iii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the Executive’s right to reimbursement have the Company pay or provide such reimbursements and in-kind benefits shall may not be subject liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to liquidation make such reimbursements or exchange for another benefitto provide such in-kind benefits apply later than Executive’s remaining lifetime (or if longer, through the 20th anniversary of Effective Date). For purposes The Company may, in consultation with Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to Executive, in order to cause the provisions of the Agreement to comply with the requirements of Code Section 409A, Executive’s right so as to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series avoid the imposition of separate taxes and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If penalties on Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply withwith Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Bank shall not be deemed take any action to have occurred for purposes of any provision of this Agreement providing for accelerate or delay the payment of any amounts or monies and/or provision of any benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under in any matter which would not be in compliance with Code Section 409A unless such termination 409A. (c) If the Executive is also deemed on the date of separation from service with the Bank to be a “separation from service” specified employee”, within the meaning of that term under Code Section 409A and409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, for purposes or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of any such provision (i) the expiration of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination the six-month period measured from the date of employment,” or like terms shall mean “the Executive’s separation from serviceservice or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 11(c), then interest shall be paid on the amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of the Executive’s termination to the date of payment.” (d) With respect regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in• kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Corporation. (g) Notwithstanding any of the provisions of this Agreement, neither the Corporation nor the Bank shall be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a 18 specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code (“Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that as a result of subsequent published guidance issued by the I.R.S. upon which taxpayers generally rely, any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A and administered accordingly. the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company and is tax neutral to the Company of the applicable provision without violating the provisions of Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which the Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent (a) Where this Transition and Retirement Agreement refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Parties is Internal Revenue Code (the “Code”) and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that payments and benefits under this Agreement comply withare contingent upon Employee providing a General Release, or Employee will sign and return the General Release within the reasonable time period designated by the Company, which will not be exempt frommore than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, Code Section 409A andpayments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, accordingly, provided that the General Release is timely executed and returned to the maximum extent permittedCompany and not revoked, this Agreement shall be interpreted and administered accordinglyon the first scheduled payment date after such period ends. A Each payment in respect of Employee’s termination of employment shall not be deemed to have occurred under Section 6 of the Transition and Retirement Agreement is designated as a separate payment for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from serviceSpecified Employee” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Employee’s termination; provided, however, that if Employee dies prior to the amount expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent Company and the Executive each hereby affirm that it is their mutual view that the provision of the Parties is that payments and benefits under this Agreement comply with, described or be referenced herein are exempt from, Code from or in compliance with the requirements of Section 409A andof the Internal Revenue Code of 1986, accordingly, to as amended and the maximum extent permitted, this Agreement Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be interpreted completed in a manner consistent with such view. The Company and administered accordingly. A termination of employment the Executive each agree that upon the Retirement Date, the Executive shall not 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also experience a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Transition Period shall instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in one taxable accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the amount of in-in kind benefits provided to be provided, in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2y) the reimbursement of an eligible expense shall be made no later than the end last day of the calendar year after following the year in which such the expense was is incurred; and (3z) the right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit. For purposes of Code Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in the Executive’s separation income. The Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Section 409A payable on account of “a separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3B) the any right to such reimbursement or in-in kind benefits shall not be subject to liquidation or exchange for another benefit. , and (C) no such reimbursement, expenses eligible for reimbursement, in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (e) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to Code offset by any other amount unless otherwise permitted by Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent (1) Notwithstanding anything to the contrary in this Agreement, if Executive is a "specified employee" (as defined in Section 409A of the Parties is that payments Internal Revenue Code of 1986, as amended (the "Code") and the final regulations thereunder) at the time of Executive's "separation from service" (as defined in Code Section 409A) (other than due to death), then any severance benefits under payable pursuant to this Agreement comply withand any other severance payments or separation benefits, or in each case which are determined to be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified "deferred compensation” " under Code Section 409A unless such termination is also a “and the final regulations thereunder (together, the "Deferred Compensation Separation Benefits") otherwise due to Executive on or within the six (6) month period following Executive's "separation from service” within the meaning of Code Section 409A and, for purposes of any " will accrue during such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to six (6) month period and will become payable in a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a lump sum payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following on the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after and one (1) day following the date of Executive’s “'s "separation from service” that." All subsequent payments, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following his "separation from service" but prior to the six (6) months after Executive’s “month anniversary of the date of his "separation from service,” " then any Deferred Compensation Separation Benefits delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. (ii2) It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in 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 under Code Section 409A prior to actual payment to Executive’s death.

Code Section 409A Compliance. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under contrary in this Agreement, such reimbursement if you are deemed on the date of expenses termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then [Employee Name] [Current Date] with regard to any payment or the provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject made or provided until the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (II) the date of your death, to liquidation the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or exchange in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for another benefitthem herein. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Code Section 409A and, accordingly, (to the extent applicable) and the parties hereto agree to interpret this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent permittedpossible, any severance owed under this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed construed to have occurred for purposes of any provision of this Agreement providing for fit within the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensationshort- term deferral rule” under Code Section 409A unless and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after the Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service and (ii) shall instead be paid to the Executive in a lump-sum cash payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination is also of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A and409A, for purposes then any amounts payable hereunder on account of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms the Executive’s employment and which are subject to Code Section 409A shall mean not be paid until the Executive has experienced a “separation from service.” With respect to any reimbursement within the meaning of expenses ofCode Section 409A. In addition, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to the Executive or to any other person or entity if this Agreement is, or if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Code Section 409A409A are, Executive’s right to receive any installment payments pursuant to this Agreement not so exempt or compliant. Each payment payable hereunder shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of of, and for purposes of, Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The 8.1. It is the Company's intent of the Parties is that payments compensation and benefits to which you are entitled under this Agreement comply withnot be treated as "nonqualified deferred compensation" under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder ("Code Section 409A"), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be exempt from, treated as "nonqualified deferred compensation" under Code Section 409A and, accordingly, to the maximum extent permitted, unless this Agreement shall is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be interpreted and administered accordinglyentitled under this Agreement. 8.2. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “"termination,” “" "termination of employment,” " or like terms shall mean “"separation from service.” With respect " If you are deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six (6) month period measured from the date of your "separation from service," and (b) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits todelayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executivenormal payment dates specified for them herein. 8.3. If a general release of claims, as specified contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not "nonqualified deferred compensation" for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the "Release Effective Date"). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this AgreementAgreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is "nonqualified deferred compensation" for purposes of Code Section 409A, then such reimbursement of expenses payments or provision of in-kind benefits shall be subject to made or commence upon the sixtieth (60th) day following conditions: your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4. For purposes of compliance with Code Section 409A, (1a) the all expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by you, (3b) the any right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year. 8.5. For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. 8.6. Whenever a In no event shall any payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7. In no event whatsoever shall the Company be liable for any additional tax tax, interest or penalty that may be imposed pursuant to on you by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.damages for failing to comply with Code Section 409A.

Code Section 409A Compliance. The intent a. If any provision of the Parties is that payments and benefits under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code (“Code”) Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision, to the extent possible, to comply withwith Code Section 409A; provided, or be exempt from, that the Company agrees to make only such changes as are necessary to bring such provisions into compliance with Code Section 409A and, accordinglyand to maintain, to the maximum extent permittedpracticable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. b. Notwithstanding any provision to the contrary in this Agreement shall be interpreted and administered accordingly. A Agreement, if the Executive is deemed on the date of termination of employment shall not to 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from servicespecified employee” within the meaning of that term under Code Section 409A and409A(a)(2)(B), for purposes then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” payment or like terms benefit shall mean “separation from service.” With respect to any reimbursement of expenses of, not be made or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be provided (subject to the following conditions: last sentence hereof) prior to the earlier of (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) expiration of the Code; six (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment 6)-month period with reference to a number of days (e.g., “within sixty (60) days following measured from the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to (as such term is defined in Treasury Regulations issued under Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i409A) six (6) months after Executive’s “separation from service,” or (ii) the date of Executive’s deathdeath (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the -10- ME1 15728518v.2 premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay (or cause to be paid) to the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A Compliance. The intent of the Parties This Agreement is that payments and benefits under this Agreement intended to comply with, or be exempt from, with Internal Revenue Code Section 409A and(“Code Section 409”) or an exemption thereunder and shall be construed ​ ​ and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, accordingly, payments provided under the Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under the Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent permitted, this possible. Any payments to be made under the Agreement shall be interpreted and administered accordingly. A upon a termination of employment shall not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits made upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within under Code Section 409A. In no event shall the meaning timing of the Executive’s execution of a Waiver and Release Agreement, directly or indirectly, result in the Executive designating the calendar year of any severance payment, and if a payment that is subject to execution of the Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in the later taxable year. For purposes of Code Section 409A and409A, for purposes the right to installment payments of any such provision of this Agreement, severance shall be treated as it relates to “nonqualified deferred compensation,” references the right to a “termination,” “termination series of employment,” or like terms shall mean “separation from service.” With respect to separate payments. To the extent required by Code Section 409A, any reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (a) the amount of expenses ofeligible for reimbursement, or any provision of in-kind benefits toprovided, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable during a calendar year shall cannot affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearreimbursement, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits to be provided, in any other calendar year; and (b) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following Notwithstanding the date of termination”)foregoing, the actual date of payment within Company makes no representations that the specified period shall be within payments and benefits provided under the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Agreement comply with Code Section 409A as a result and in no event shall the Company be liable for all or any portion of such status as a specified employeeany taxes, then such payment shall instead penalties, interest or other expenses that may be payable incurred by the Executive on the date that is the earliest account of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.non-compliance with Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Employee agree to work together in 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 the Employee under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Employee is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tobenefits, the Executive, except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditionspermitted by Code Section 409A: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, Executivethe Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Employee’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Employee designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. The intent of (a) Notwithstanding anything herein to the Parties contrary, this Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement comply with, or either shall be exempt from, from the requirements of Code Section 409A andor shall comply with the requirements of such provision. (b) To the extent required to avoid the imposition of additional taxes and penalties under Code Section 409A, accordingly, to the maximum extent permitted, amounts payable under this Agreement shall be interpreted and administered accordingly. A on account of any termination of employment shall not only 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 paid if Executive experiences a termination of employment that are considered “nonqualified deferred compensationseparation from service” under as defined in Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) For purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the Code Section 409A. (d) If Executive is a “specified employee” With respect within the meaning of Code Section 409A as of the Separation Date, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to any Executive before the date (the “Delayed Payment Date”) which shall be (i) the first day of the seventh month after the date of Executive’s separation from service or (ii) the date of Executive’s death following such separation from service, if earlier. All such amounts that would, but for this Section 9(d), become payable prior to the Delayed Payment Date will be accumulated and paid on or about the Delayed Payment Date. (e) Notwithstanding anything herein to the contrary, the reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under provided pursuant to this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2ii) the reimbursement of an eligible expense expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit (f) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Code Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive and to make all payments in accordance with the terms of this Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement such modification shall be treated as a right made in good faith and shall, to receive a series of separate the maximum extent reasonably possible, maintain the original intent and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference economic benefit to a number of days (e.g., “within sixty (60) days following Executive and the date of termination”), the actual date of payment within the specified period shall be within the sole discretion Company of the Company. If Executive is a specified employee within applicable provision without violating the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The 8.1 It is the Company’s intent of the Parties is that payments compensation and benefits to which you are entitled under this Agreement comply withnot be treated as “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder (“Code Section 409A”), and that any ambiguities in the construction of this Agreement be interpreted in order to effectuate such intent. In the event that the Company determines, in its sole discretion, that any compensation or benefits to which you are entitled under this Agreement could be exempt from, treated as “nonqualified deferred compensation” under Code Section 409A and, accordingly, to the maximum extent permitted, unless this Agreement shall is amended or modified, the Company may, in its sole discretion, amend or modify this Agreement without obtaining any additional consent from you, so long as such amendment or modification does not materially affect the net present value of the compensation or benefits to which you otherwise would be interpreted and administered accordingly. entitled under this Agreement. 8.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of in-kind any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (a) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (b) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits todelayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executivenormal payment dates specified for them herein. 8.3 If a general release of claims, as specified contemplated under Section 7 hereof, is executed and delivered (and no longer subject to revocation) in the manner provided in said Section 7, then the following shall apply: (a) To the extent that the Severance Pay is not “nonqualified deferred compensation” for purposes of Code Section 409A, then the Severance Pay shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this AgreementAgreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. (b) To the extent that the Severance Pay is “nonqualified deferred compensation” for purposes of Code Section 409A, then such reimbursement of expenses payments or provision of in-kind benefits shall be subject to made or commence upon the sixtieth (60th) day following conditions: your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. 8.4 For purposes of compliance with Code Section 409A, (1a) the all expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by you, (3b) the any right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. , and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 8.5 For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . 8.6 In no event shall any payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. 8.7 In no event whatsoever shall the Company be liable for any additional tax tax, interest or penalty that may be imposed pursuant to on you by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.damages for failing to comply with Code Section 409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of Notwithstanding any other provision of this Agreement providing for Separation Agreement, because the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination Executive is also a “separation from servicespecified employee” of the Company (within the meaning of Code Section 409A) as of the Separation Date, any payments described in this Separation Agreement to which the Executive may become entitled under this Separation Agreement that are subject to Code Section 409A and(and not otherwise exempt from its application) will be withheld and instead paid (without interest) in a lump-sum on the date that is six (6) months and one (1) day following the Separation Date. Any other payments and benefits due under this Separation Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent applicable, for purposes it is intended that this Separation Agreement comply with or be exempt from the provisions of Code Section 409A, and this Separation Agreement shall be construed and administered in a manner consistent with this intent. The preceding shall not be construed as a guarantee or representation of any particular tax effect for the Executive’s compensation and benefits, and the Company does not guarantee or represent that any compensation or benefits provided under this Separation Agreement will satisfy or be exempt from the provisions of Code Section 409A. To the extent that any payment or benefit under this Separation Agreement constitutes non-qualified deferred compensation subject to Code Section 409A and is payable to the Executive by reason of the Executive’s separation from employment, then such provision of this Agreement, as it relates payment or benefit shall be made or provided to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean the Executive only upon the Executive’s “separation from service.” as defined in Code Section 409A. Each payment under this Separation Agreement will be considered a “separate payment” under and for purposes of Code Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Separation Agreement, which constitutes non-qualified deferred compensation within the meaning of Code Section 409A. With respect to any expenses eligible for reimbursement under this Separation Agreement, such expenses will be reimbursed by the Company no later than December 31 of expenses of, the year following the year in which the Executive incurs the related expenses. In no event shall any reimbursements or any provision of in-kind benefits to, to be provided by the Executive, as specified under this Agreement, such reimbursement Company in one taxable year affect the amount of expenses reimbursements or provision of in-kind benefits shall to be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for nor will the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of To the extent required under Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement in no event shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result timing of the Executive’s separation from serviceexecution of a release of claims, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Executive designating the calendar year of this Section 24payment, would be and if payment of deferred compensation subject to additional tax imposed pursuant to Code Section 409A as a result pursuant to this Separation Agreement that is subject to execution of such status as a specified employeethe release of claims could be made in more than one taxable year, then such based on timing of the execution of the release, payment shall instead be payable made in the later taxable year. In no event shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the date Executive under Code Section 409A or any damages, expenses, fees, or other liabilities for failing to comply with Code Section 409A. The Company and the Executive will cooperate in taking such actions as the parties may reasonably agree upon to assure that is this Separation Agreement will meet the earliest requirements of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. The intent of 6.1 Notwithstanding anything herein to the Parties is contrary, this Agreement and the Supplemental Retirement Agreement are intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement comply with, or and the Supplemental Retirement Agreement either shall be exempt fromfrom the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Code Section 409A and409A”) or shall comply with the requirements of such provision. 6.2 To the extent required to avoid the imposition of additional taxes and penalties under Code Section 409A, accordingly, to the maximum extent permitted, amounts payable under this Agreement shall be interpreted and administered accordingly. A or the Supplemental Retirement Agreement on account of any termination of employment shall not only 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 paid if Executive experiences a termination of employment that are considered “nonqualified deferred compensationseparation from service” under as defined in Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” 6.3 For purposes of this Agreement and the Supplemental Retirement Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the Code Section 409A. 6.4 If the Executive is a “specified employee” With respect within the meaning of Code Section 409A as of the Separation Date, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to any Executive before the date (the “Delayed Payment Date”) which shall be (a) the first day of the seventh month after the date of Executive’s separation from service or (b) the date of Executive’s death following such separation from service, if earlier. All such amounts that would, but for this Section 6.4, become payable prior to the Delayed Payment Date will be accumulated and paid on or about the Delayed Payment Date. 6.5 Notwithstanding anything herein to the contrary, the reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under provided pursuant to this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2b) the reimbursement of an eligible expense expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit 6.6 The Company intends that income provided to Executive pursuant to this Agreement and the Supplemental Retirement Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Agreement and the Supplemental Retirement Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Code Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement or the Supplemental Retirement Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive and to make all payments in accordance with the terms of this Agreement and the Supplemental Retirement Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement or the Supplemental Retirement Agreement. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement or the Supplemental Retirement Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement such modification shall be treated as a right made in good faith and shall, to receive a series of separate the maximum extent reasonably possible, maintain the original intent and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference economic benefit to a number of days (e.g., “within sixty (60) days following Executive and the date of termination”), the actual date of payment within the specified period shall be within the sole discretion Company of the Company. If Executive is a specified employee within applicable provision without violating the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the Parties is that payments Code and benefits under guidance issued thereunder, and agree to amend this Agreement comply withAgreement, or take such other action as may be exempt fromnecessary or advisable, Code to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A andand the regulations promulgated thereunder so as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, accordinglyif payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination that any regulations or other guidance issued under Section 409A (after application of employment shall not be deemed to have occurred for purposes of any provision the previous provisions of this Agreement providing for Section (12)G)) would result in the Executive's being subject to the payment of interest or any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” additional tax under Code Section 409A unless such termination is also a “separation from service” within 409A, the meaning of Code Section 409A andparties agree, for purposes to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such provision of this Agreementinterest or additional tax under Section 409A, as which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to is expressly understood that at any reimbursement of expenses of, time the Company (or any provision of in-kind benefits to, related employer treated with the Executive, Company as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible service recipient for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), Executive’s right if a payment or provision of an amount or benefit constituting a deferral of compensation is to receive any installment payments be made pursuant to the terms of this Agreement shall be treated to the Executive on account of a Separation from Service (as defined herein) at a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following time when the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified )), such deferred compensation,” as a result of compensation shall not be paid to the Executive’s separation from service, sooner than Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on the first business day of the seventh month following the date of the Executive’s “separation 's Separation from service” thatService. The parties hereto intend that the Agreement, absent the application of this Section 24as amended, would be subject to additional tax imposed pursuant to consistent with IRS Notice 2007-78, IRS Notice2007-86 and other Code Section 409A as a result of such status as a specified employeetransition relief, then such payment and it shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathinterpreted accordingly.

Code Section 409A Compliance. a. The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and administered accordingly. shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for damages for failing to comply with Code Section 409A. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service,” and (ii) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. c. To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. d. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of To the Parties is extent amounts or benefits that payments and benefits become payable under this Agreement comply with, or be exempt from, on account of the Executive’s termination of employment (other than by reason of the Executive’s death) constitute a “nonqualified deferred compensation plan” within the meaning of Internal Revenue Code Section 409A andor provide for deferred payments made the later of two and half months after the end of the Company’s fiscal year in which the payments vested, accordingly(“Deferred Compensation”), to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any such amounts or and benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also shall commence when the Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting this Agreement’s references to “termination of employment” or “termination” or “the Effective Date of the Release attached hereto as Exhibit B (as “Effective Date” is defined in the Release)” with “Separation from Service.” Notwithstanding the foregoing, if at the time of the Executive’s Separation from Service the Executive is a “specified employee” (within the meaning of Code Section 409A andand Treasury Regulation Section 1.409A-3(i)(2)), for purposes of any such provision Deferred Compensation will not be paid until the later of (i) the first business day of the seventh month following Executive’s Separation from Service, or (ii) the Effective Date of the Release attached hereto as Exhibit B (as “Effective Date” is defined in the Release) (the “409A Suspension Period”). Notwithstanding the foregoing, Executive must execute the Release within the calendar year that includes the first business day of the seventh month following Executive’s Separation from Service or his payments that constitute Deferred Compensation will not be paid to Executive. At the end of the 409A Suspension Period, the Company shall then pay the Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. For the purposes of this Agreement, as it relates to “nonqualified deferred compensation,” references to each payment that is part of a “termination,” “termination series of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits installment payments shall be subject treated as a separate payment for purposes of Code Section 409A. The payment of any amounts earned pursuant to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense this Agreement shall be made no later than two and one-half months following the end of the fiscal year after in which such amount was earned. The payment of any reimbursement of any expense under this Agreement shall be made no later than December 31 of the year following the year in which such the expense was incurred; and (3) the right to reimbursement or in-kind benefits . The amount of expenses reimbursed in one year shall not be subject to liquidation or exchange affect the amount eligible for another benefit. For purposes of Code Section 409A, Executive’s right to receive reimbursement in any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathsubsequent year.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For Except as otherwise allowed under Code Section 409A, all reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent It is intended that the provisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the Parties is Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and to the extent that payments and benefits under this Agreement comply with, or be exempt from, the requirements of Code Section 409A andare applicable thereto, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, Company shall have no liability with regard to any failure to comply with Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Code Section 409A and administered accordinglythe regulations and other guidance thereunder: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean Separation from Service. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “separation from service.specified Executive” With respect (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to any reimbursement of expenses of, be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax Code Section 409A or any provision of in-kind benefits to, other taxes or penalties imposed under Code Section 409A if provided at the Executive, as specified time otherwise required under this Agreement, then such reimbursement of expenses or provision of in-kind benefits payments shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following delayed until the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after the date of the Executive’s “separation Separation from service” thatService, absent or, if earlier, the application date of the Executive’s death. Any payments delayed pursuant to this Section 24, would shall be subject to additional tax imposed pursuant to Code Section 409A as made in a result of such status as a specified employee, then such payment shall instead be payable lump sum on the date that is first day of the earliest of seventh (i7th) six (6) months after month following the Executive’s “separation Separation from service,” or (ii) Service, or, if earlier, the date of the Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the six- month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 8(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For Except as otherwise allowed under Code Section 409A, all reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) ten days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If .” (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is a specified employee within to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the meaning requirements of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. 10.1 The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. A In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. 10.2 Notwithstanding anything to the contrary in this Agreement, (i) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.,” With respect (ii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the date that is immediately following the date of the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”), and (iii) upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 10.3 Notwithstanding anything to the contrary in this Agreement, with regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 10.4 For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Executive agree to work together in 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 the Executive under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6) -month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Executive’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Executive designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code (a) Where Section 409A and, accordingly, 7 refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Executive’s termination of employment shall not be deemed to have occurred for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). (b) Where the Agreement requires the following payments to be made to the Executive, the following rules shall apply, and any inconsistent provision of is superseded: (i) To the extent that this Agreement providing requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than 60 days after the occurrence of such event (or, if earlier, within 2 1/2 months following the end of the Executive’s taxable year in which such event occurs). The Executive may not designate the year such payment. (ii) To the extent that any payment in Section 7 is contingent upon the Executive entering into a Release, the Executive shall sign and return the separation and release agreement within the reasonable time period designated by the Company, in order to assure that payment shall be made within the time period set forth in paragraph (i) above, but not prior to expiration of any period specified for revocation of the Release by the Executive. In the event such 60 day period crosses calendar years, severance payments shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the Release will be made on the next regularly scheduled payment date after such period ends. (iii) To the extent that the Agreement provides for the reimbursement of specified expenses incurred by the Executive, such reimbursement shall be made in accordance with the provisions of the Agreement, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company in any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). (iv) Bonus otherwise payable under the Agreement after the end of a bonus plan performance period shall be paid within 2 1/2 months after the end of the fiscal year of the Company to which such Bonus relates. (c) Payments in respect of the Executive’s termination of employment under Section 7 of the Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (i) any payments that become vested as a result of the Executive’s termination of employment under Section 7 that are made on or before the 15th day of the third month of the calendar year following the calendar year of the Executive’s termination of employment, and (ii) any additional payments that are made on or before the last day of the second calendar year following the year of the Executive’s termination of employment and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, and (iii) the payment of any amounts or benefits upon or following a termination medical expenses within the applicable COBRA period, are exempt from the requirements of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination 409A. (d) If the Executive is also designated as a “separation from servicespecified employee” within the meaning of Code Section 409A and(and Company is publicly traded on any securities market), for purposes of to the extent that any such provision of this Agreement, as it relates deferred compensation payments to “nonqualified deferred compensation,” references to a “termination,” “be made during the first six month period following Executive’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits toemployment exceed such exempt amounts, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits payments shall be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of in-kind benefits provided the payments withheld will be paid in one taxable year shall not affect a lump sum, without interest, during the expenses eligible for reimbursement or seventh month after Executive’s termination; provided, however, that if the amount Executive dies prior to the expiration of in-kind benefits provided in any other taxable yearsuch six month period, except for any medical reimbursement arrangement providing for payment to the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense Executive’s beneficiary shall be made no later than as soon as practicable following the end of Executive’s death. The Company shall identify in writing delivered to the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be Executive any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(d). (e) In no event shall the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following taxes for which the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Executive agree to work together in 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 the Executive under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)- month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Executive’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Executive designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. The intent Company and the Executive each hereby affirm that it is their mutual view that the provision of the Parties is that payments and benefits under this Agreement comply with, described or be referenced herein are exempt from, Code from or in compliance with the requirements of Section 409A andof the Internal Revenue Code of 1986, accordingly, to as amended and the maximum extent permitted, this Agreement Treasury regulations relating thereto (“Section 409A”) and that each party's tax reporting shall be interpreted completed in a manner consistent with such view. The Company and administered accordingly. A termination of employment the Executive each agree that upon the Separation Date, the Executive shall not 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also experience a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in one taxable accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year shall may not affect the expenses eligible for reimbursement reimbursement, or the amount of in-in kind benefits provided to be provided, in any other taxable calendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2y) the reimbursement of an eligible expense shall be made no later than the end last day of the calendar year after following the year in which such the expense was is incurred; and (3z) the right to reimbursement or in-in kind benefits shall is not be subject to liquidation or exchange for another benefit. For purposes of Code Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in the Executive’s separation 's income. The Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under (a) Where this Employment Agreement comply with, or be exempt from, Code Section 409A and, accordingly, refers to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A Employee’s termination of employment shall not be deemed to have occurred for purposes of receiving any provision payment, whether such a termination has occurred will be determined in accordance with Section 409A of this the Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release Agreement, Employee will sign and return the General Release Agreement providing within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release Agreement plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release Agreement that would otherwise be made during the period for review and revocation of the General Release Agreement will be made, provided that the General Release Agreement is timely executed and returned to the Company and not revoked, on the first scheduled payment date after such period ends. Each payment in respect of any amounts or benefits upon or following a Employee’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 6 of the Employment Agreement is designated as a separate payment for Section 409A unless such termination purposes. (c) If Employee is also designated as a “separation from servicespecified Executive” within the meaning of Code Section 409A and(while the Company is publicly traded), for purposes of any such provision of this Agreement, as it relates deferred compensation payment subject to “nonqualified deferred compensation,” references Section 409A to a “termination,” “be made during the six-month period following Employee’s termination of employment,” or like terms shall mean “separation from service.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall employment will be subject to the following conditions: (1) the expenses eligible for reimbursement or withheld and the amount of inthe payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearmonth period, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred payment to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall Employee’s beneficiary will be made no later than the end of the year after the year as soon as reasonably practicable following Employee’s death. The Company will identify in which such expense was incurred; and (3) the right writing delivered to reimbursement or in-kind benefits shall not be Employee any payments it reasonably determines are subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment delay under this Agreement specifies a payment period Section 8(c). (d) In no event will the Company have any liability or obligation with reference respect to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” taxes for which Employee may become liable as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under compensation payable pursuant to this Consulting Agreement comply with, or are intended to be exempt from, or comply with, as applicable, the requirements of Internal Revenue Code Section 409A andand Department of Treasury regulations and other interpretative guidance issued thereunder, accordinglyincluding without limitation any such regulations or other such guidance that may be issued after the commencement of the Term (collectively, to “Section 409A”). To the maximum extent permittedapplicable, this Consulting Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any other provision of this Consulting Agreement to the contrary, if Contractor is a “specified employee” within the meaning of Section 409A, and administered accordingly. A termination a payment provided for in this Consulting Agreement would be subject to additional tax under Section 409A if such payment is paid within six (6) months after Contractor’s “separation from service” (within the meaning of employment Section 409A), then such payment required under this Consulting Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for paid (or commence) during the six-month period immediately following Contractor’s separation from service. If the payment of any amounts such amount is delayed in accordance with the previous sentence, then any payments that would otherwise have been made or benefits provided during such six-month period and which would have incurred such additional tax under Section 409A shall instead be paid to Contractor in a lump-sum cash payment in the seventh month following Contractor’s separation from service (or such earlier date upon or following which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Contractor’s death). If Contractor’s termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also service hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Contractor’s service and which are subject to Section 409A and, for purposes (or any exemption therefrom that requires the occurrence of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect as a condition to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1payment) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect be paid until Contractor has experienced a “separation from service” within the expenses eligible for reimbursement or the amount meaning of in-kind benefits provided in any other taxable yearSection 409A. In addition, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits benefit shall not be subject to liquidation or exchange for another benefitbenefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. For purposes Any reimbursement to which Contractor is entitled hereunder shall be made no later than the last day of Code the calendar year following the calendar year in which such expenses were incurred. Notwithstanding any provision of this Consulting Agreement to the contrary, in the event that following the commencement of the Term, the Company or Contractor reasonably determines that any compensation payable under this Consulting Agreement may be subject to Section 409A, Executive’s right the Company and Contractor shall cooperate in good faith to receive any installment payments pursuant adopt such amendments to this Consulting Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Parties determine are reasonably necessary or appropriate to preserve the intended tax treatment of the compensation payable hereunder, including without limitation actions intended to (i) exempt the compensation payable under this Consulting Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, that this Section 16.7 does not, and shall not be construed so as to, create any obligation on the part of the Company or any affiliate or Contractor to adopt any such amendments, policies or procedures or to take any other such actions. Notwithstanding anything herein to the contrary, neither the Company nor any of its affiliates shall have any liability to Contractor or to any other person if the payments provided in this Consulting Agreement that are intended to be exempt from, or compliant with, Section 409A are not so exempt or compliant or for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. Each payment payable hereunder in series of installments, including without limitation any payment of the Base Consulting Fee and/or Additional Consulting Fee, shall be treated as a right to receive separate payment in a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee payments within the meaning of Code of, and for purposes of, Section 409A(a)(2)(B)(i) 409A. ACCEPTED AND AGREED BY THE PARTIES: AMEDISYS, INC. BY:./s/ ▇▇▇▇▇ ▇▇▇▇▇▇...................................... Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Its: President and would receive any payment of CEO Date: September 23, 2022 “nonqualified deferred compensation,CONTRACTOR” BY: ../s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.................... ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date: September 23, 2022 • Identify and advise the company on state and federal public policy issues favorably or adversely impacting Amedisys home health, hospice, personal care, and high acuity care divisions. • Develop strategies to obtain and maintain favorable state and federal legislative and regulatory public policy affecting the Amedisys home health, hospice, personal care, and high acuity care divisions. • Interact and maintain relationships, where appropriate and as a result directed by the company, with Amedisys and industry government affairs consultants, trade associations, and advocacy coalitions with common interests to inform and promote the public policy positions of the Executive’s separation from servicecompany. • Engage in direct lobbying, sooner than six (6) months after Executive’s “separation from service” thatas directed by the company, absent of Members of Congress, congressional staff, and executive branch leadership and staff. • Engage in direct lobbying, as directed by the application company, of this Section 24state legislators, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employeelegislative staff, then such payment shall instead be payable and executive branch leadership and staff. • Review, interpret and advise regarding proposed federal or state legislation and rulemaking impacting the company. • Provide drafting assistance for legislation proposed or supported by the company. • Provide strategic advice on the date that is use of Amedisys corporate political contributions and Amedisys Political Action Committee donations to statewide and legislative candidates • Provide strategic advice on the earliest use of Amedisys Political Action Committee (iPAC) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathdonations to candidates for Congress and to other federal PACs. • Provide advice and assist in developing and coordinating state and federal grassroots efforts. • In coordination and collaboration with the SVP, Government Affairs develop and implement plans to favorably resolve state and federal regulatory issues confronting the company • Undertake legislative, regulatory, and political activities as directed by the SVP, Government Affairs and/or the CEO of the company.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered if such payment or benefit constitutes a “nonqualified deferred deferral of compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreementpayment or benefit, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute a “deferral of compensation” under Code Section 409A unless such release is signed and delivered within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(J) no later than five (5) days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (d) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (f) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties 11.1 This Agreement is that payments and benefits under this Agreement intended to comply with, or otherwise be exempt from, Code Section 409A andof the Internal Revenue Code of 1986 as amended, accordinglyand any regulations and Treasury guidance promulgated thereunder (collectively, to “Section 409A of the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment Code”). 11.2 The Company shall not be liable to Executive for any payment made under this Agreement which is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. 11.3 Each payment in a series of payments hereunder shall be deemed to have occurred be a separate payment for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within of the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from serviceCode.” 11.4 With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2b) the reimbursement of an eligible expense shall be made no later than the end of the year after following the year in which such expense was incurred; and (3c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes . 11.5 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Code Section 409A, Executive’s right separation from service while Executive is a “specified employee” as described in Section 409A of the Code and the Treasury Regulations thereunder and as determined by the Company in accordance with its procedures, by which determination Executive is bound, any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to receive any installment payments pursuant to this Agreement the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be treated as a right to receive a series made on the first (1st) business day of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days the seventh (e.g., “within sixty (607th) days month following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six or, if earlier, within fifteen (615) months days after the appointment of the personal representative or executor of Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) estate following Executive’s death. 11.6 Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement unless Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of J▇▇▇▇’▇ taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, Executive’s J▇▇▇▇’▇ right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive J▇▇▇▇ is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) 6 months after Executive’s J▇▇▇▇’▇ “separation from service” that, absent the application of this Section 249, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) 6 months after Executive’s J▇▇▇▇’▇ “separation from service,” or (ii) Executive’s J▇▇▇▇’▇ death.

Code Section 409A Compliance. The intent Notwithstanding any provision of this Agreement to the Parties is that payments contrary: (a) If and to the extent any payment or benefits under this Agreement are otherwise subject to the requirements of Code Section 409A, the intent of the parties is that such payment and benefits shall comply with, or be exempt from, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted interpreted, and administered accordinglysuch payment and benefits shall be paid or provided under such other conditions determined by the Company that cause such payment and benefits, to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. The Company and the Operating Subsidiary make no representation that any or all of the payments or benefits provided under this Agreement will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to any such payments or benefits. In no event whatsoever shall the Westell Companies be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a Executive's termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) Each severance payment payable to Executive under Section 3.3 shall be treated as a separate and distinct “payment” With respect to for purposes of Code Section 409A. Accordingly, any reimbursement such payments that would otherwise be payable (i) within 2- 1/2 months after the end of expenses ofthe Company's taxable year containing Executive's employment termination date, or (ii) within 2- 1/2 months after Executive's taxable year containing Executive's employment termination date, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short Term Deferral Period are exempt from Code Section 409A as severance pay due to an involuntary separation from service to the extent that the sum of those payments is equal to or less than the maximum amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (the “Involuntary Separation Amount”) because such payments are payable only upon Executive's “involuntary” separation from service for purposes of Code Section 409A. Accordingly, the sum of (A) such payments that are paid within the Short Term Deferral Period and (B) such payments paid after the Short Term Deferral Period that do not exceed the Involuntary Separation Amount are exempt from Code Section 409A and, therefore, notwithstanding any provision of in-kind benefits tothe Plan to the contrary, if Executive is a “specified employee” (as defined in Code Section 409A), only those payments that are not otherwise exempt from Code Section 409A under clause (A) and (B) above and that would otherwise have been payable in the first six (6) months following Executive's termination of employment will not be paid to Executive until the date that is six months after the date of Executive's termination of employment (or, if earlier, Executive's date of death). Any such deferred payments will be paid in a lump sum; provided that no such actions shall reduce the amount of any payments otherwise payable to Executive under this Agreement. Thereafter, the Executive, as specified remainder of any such payments shall be payable in accordance with Section 3.3. (d) All expenses or other reimbursements to Executive under this Agreement, if any, shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one any taxable year shall not in any way affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b. (e) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty thirty (6030) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within the meaning . (f) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A(a)(2)(B)(i) and would receive 409A be offset by any other payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to this Agreement or otherwise. (g) To the extent required under Code Section 409A as a result of such status as a specified employee409A, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s any reference herein to the term “separation from service,Agreement” shall mean this Agreement and any other plan, agreement, method, program, or other arrangement, with which this Agreement is required to be aggregated under Code Section 409A., and (ii) Executive’s deathany reference herein to the term “Company” and “Operating Subsidiary” shall mean the Company, the Operating Subsidiary, and all persons with whom the Company and the Operating Subsidiary would be considered a single employer under Code Section 414(b) or 414(c).

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, from Code Section 409A 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyapplied so as to be in compliance therewith. The Company and the Executive agree to work together in 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 the Executive under Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” ”, “termination of employment,” ”, or like terms shall mean “separation from service.”. If the Executive is deemed on the date of termination to be a “specified employee” With respect within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 26(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses of, or any provision of in-kind benefits tobenefits, the Executive, except as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditionspermitted by Code Section 409A: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive that is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive any payment of “considered nonqualified deferred compensation,” as a result . In no event shall the timing of Executive’s execution of the Executive’s separation from serviceGeneral Release, sooner than six (6) months after Executive’s “separation from service” thatdirectly or indirectly, absent result in the application Executive designating the calendar year of this Section 24payment, would be and if a payment that is subject to additional tax imposed pursuant to Code Section 409A as a result execution of such status as a specified employeethe General Release could be made in more than one taxable year, then such payment shall instead be payable on made in the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s deathlater taxable year.

Code Section 409A Compliance. 5.7.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand 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 or provision of any benefit to Executive under Section 409A (without increasing the cost to the Company). 5.7.2. To the extent that Executive will be reimbursed for costs and expenses or be provided in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year immediately following the taxable year in which Executive incurred the expense. 5.7.3. A To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “separation Separation from serviceService.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit 5.7.4. For purposes of Code Section 409A, Executive’s right to receive any installment Any payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short- term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other separation payment is intended to be a payment period with reference upon an involuntary termination from service and payable pursuant to a number of days (e.g., “within sixty (60) days following the date of termination”Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive maximum extent permitted by that regulation, with any amount that is a specified employee within the meaning of Code not exempt from Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be 409A being subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. 5.8.1. The intent provisions of this Agreement are intended to comply with Section 409A of the Parties is that payments Code and benefits any final regulations and guidance promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement comply withand 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 or provision of benefit to Executive under Section 409A. 5.8.2. To the extent that Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be exempt fromprovided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A and, accordingly, solely because such expenses are subject to a limit related to the maximum extent permitted, this Agreement period the arrangement is in effect and (c) such payments shall be interpreted and administered accordinglymade on or before the last day of the taxable year following the taxable year in which Executive incurred the expense. 5.8.3. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also constitutes a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreement references to a “termination,” “termination of employment,” or like terms shall mean “Separation from Service. 5.8.4. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from serviceservice or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq.” With respect , to the maximum extent permitted by that regulation, with any reimbursement of expenses of, or any provision of in-kind benefits to, amount that is not exempt from Section 409A being subject to Section 409A. 5.8.5. Notwithstanding anything to the Executive, as specified under contrary in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If if Executive is a “specified employee employee” within the meaning of Code Section 409A(a)(2)(B)(i) 409A at the time of Executive’s termination, then only that portion of the severance and would receive benefits payable to Executive pursuant to this Agreement, if any, and any payment of “nonqualified other severance payments or separation benefits which may be considered deferred compensation,” as a result compensation under Section 409A that is payable on account of the Executive’s separation from servicetermination (other than by reason of death) (together, sooner than the “Deferred Compensation Separation Benefits”) that are due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date that is six (6) months after and one (1) day following the date of Executive’s “separation from service” thattermination of employment. All subsequent Deferred Compensation Separation Benefits, absent the application of this Section 24if any, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead will be payable on in accordance with the date that is payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the earliest of (i) contrary, if Executive dies following termination but prior to the six (6) months after month anniversary of Executive’s “separation from service,” or (ii) termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death (but not earlier than such payment would have been made absent such death) and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Employment Agreement 5.8.6. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates shall have any liability to the Executive or to any other Person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Code Section 409A Compliance. The intent of (a) Notwithstanding anything herein to the Parties is contrary, this Agreement and the Executive Employment Agreement are intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement comply with, or either shall be exempt fromfrom the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Code Section 409A and409A”) or shall comply with the requirements of such provision. (b) To the extent required to avoid the imposition of additional taxes and penalties under Code Section 409A, accordingly, to the maximum extent permitted, amounts payable under this Agreement shall be interpreted and administered accordingly. A on account of any termination of employment shall not only 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 paid if Executive experiences a termination of employment that are considered “nonqualified deferred compensationseparation from service” under as defined in Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” (c) For purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the Code Section 409A. Furthermore, to the extent that Executive is a “specified employee” With respect within the meaning of Code Section 409A as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to any Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (d) Notwithstanding anything herein to the contrary, the reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under provided pursuant to this Agreement, such reimbursement of expenses or provision of in-kind benefits Agreement shall be subject to the following conditions: (1a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2b) the reimbursement of an eligible expense expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit (e) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Code Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive and to make all payments in accordance with the terms of this Agreement, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement such modification shall be treated as a right made in good faith and shall, to receive a series of separate the maximum extent reasonably possible, maintain the original intent and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference economic benefit to a number of days (e.g., “within sixty (60) days following Executive and the date of termination”), the actual date of payment within the specified period shall be within the sole discretion Company of the Company. If Executive is a specified employee within applicable provision without violating the meaning provisions of Code Section 409A(a)(2)(B)(i) and would receive any payment of “nonqualified deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.409A.

Code Section 409A Compliance. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordingly. (a) A termination of employment shall will not 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and409A, for purposes of any such provision of this Agreement, as it relates to “nonqualified deferred compensation,” Agreementl references herein to a “"termination,” “" "termination of employment,” engagement" or like similar terms shall will mean “"separation from service.” With respect " (b) The intent of the pal1ies is that payments and benefits under this Agreement comply with or be exempt from Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A other than as a result of a breach of this Agreement by the Company. (c) Notwithstanding any other payment schedule provided herein to the contrary, if you are identified on the date of termination as a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executivepayment that is considered nonqualified deferred compensation subject to Code Section 409A, as specified determined in good faith by the Company, and payable on account of a "separation from service," such payment will be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your "separation from service," and (B) the date of your death (the "Delay Period") to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would havc otherwise been payable in a single sum or in installments in the absence of such delay) will be paid to you in a lump sum, and all remaining payments due under this Agreement, such reimbursement of expenses Agreement will be paid or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect accordance with the expenses eligible normal payment dates specified for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(bthem herein. (d) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. For purposes of Code Section 409A, Executive’s your right to receive any installment payments payment pursuant to this Agreement shall be will bc treated as a right to receive a series serics of separate and distinct payments. Whenever . (e) Whencver a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “"payment will be made within sixty thil1y (6030) days following the date of termination”"), the actual date of payment within the specified period shall will be within determined by the sole discretion of Company in good faith. (f) Notwithstanding any other provision herein to the contrary, in no event will any payment that constitutes nonqualified deferred compensation subject to Code Section 409A, as determined in good faith by the Company. If Executive is a specified employee within , be subject to offset, counterclaim or recoupment by any other amount payable to your unless otherwise permitted by Code Section 409A. (g) To the meaning extent that reimbursements or other in-kind benefits under this agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A(a)(2)(B)(i409A, (A) and would receive any payment of “nonqualified deferred compensation,” as a result all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the Executive’s separation from servicetaxable year following the taxable year in which such expenses were incurrcd by you, sooner than six (6B) months after Executive’s “separation from service” that, absent the application of this Section 24, would any right to such reimburscment or in-kind benefits shall not be subject to additional tax imposed pursuant to Code Section 409A as a result of such status as a specified employeeliquidation or exchange for another benefit, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.and

Code Section 409A Compliance. (A) The intent of the Parties parties is that payments and benefits under this Agreement comply with, or be exempt from, with Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (B) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits benefit upon or following a termination of employment that are considered if such payment or benefit constitutes a “nonqualified deferred deferral of compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreementpayment or benefit, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” With respect Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any reimbursement of expenses of, payment or any the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (C) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute a “deferral of compensation” under Code Section 409A unless such release is signed and delivered within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(J) no later than 5 days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (ii) To the extent that any such cash payment or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. (D) To the extent that reimbursements or other in-kind benefits to, the Executive, as specified under this AgreementAgreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, such reimbursement of (i) all expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense reimbursements hereunder shall be made no later than on or prior to the end last day of the taxable year after following the taxable year in which such expense was incurred; and expenses were incurred by the Executive, (3ii) the any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. , and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (E) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. If Executive is a specified employee within . (F) Notwithstanding any other provision of this Agreement to the meaning of Code Section 409A(a)(2)(B)(i) and would receive contrary, in no event shall any payment of under this Agreement that constitutes “nonqualified deferred compensation,” as a result for purposes of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Code Section 24, would 409A be subject to additional tax imposed pursuant to offset by any other amount unless otherwise permitted by Code Section 409A as 409A. 24. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement. 25. This Agreement is an amendment to the Employment Agreement, and to the extent there is a result discrepancy between this Agreement and the Employment Agreement, this Agreement shall control and supersede the Employment Agreement to the extent of such status discrepancy. The Employment Agreement otherwise remains in full force and effect. 26. This Agreement, the Employment Agreement (as a specified employeefurther amended by this Agreement), then such payment shall instead be payable on and those documents expressly referred to herein embody the date that is complete agreement and understanding among the earliest of (i) six (6) months after Executive’s “separation from service,” parties and supersede and preempt and prior understandings, agreements or (ii) Executive’s deathrepresentations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply with, with Code Section 409A or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder). (c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” (within the meaning of Code Section 409A 409A) and, for purposes of any such provision of this AgreementAgreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, as it relates to “nonqualified deferred compensation,” references to a “termination,” or “termination of employment,” or like terms references shall mean “separation from service.” With respect . If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any reimbursement payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of expenses of(i) the expiration of the 6-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such 6-month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence. On the 1st day of the 7th month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this Section 7(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (d) With regard to any provision of in-kind benefits to, the Executive, as specified under this Agreement, such herein that provides for reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearbenefits, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. For Except as otherwise allowed under Code Section 409A, all reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in 2 or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) 10 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If . (g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.

Code Section 409A Compliance. (a) The intent of the Parties parties is that payments and benefits under this Agreement comply withwith Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or be exempt from, comply with an exemption from the application of Code Section 409A and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be interpreted and administered accordingly. A termination of employment construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (b) Neither Executive nor the Bank shall not be deemed take any action to have occurred for purposes of any provision of this Agreement providing for accelerate or delay the payment of any amounts or monies and/or provision of any benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under in any matter which would not be in compliance with Code Section 409A unless such termination 409A. (c) If Executive is also deemed on the date of separation from service with the Bank to be a “separation from service” specified employee”, within the meaning of that term under Code Section 409A and409A(a)(2)(B) and using the identification methodology selected by the Bank from time to time, for purposes or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of any such provision (i) the expiration of this Agreement, as it relates to “nonqualified deferred compensation,” references to a “termination,” “termination the six-month period measured from the date of employment,” or like terms shall mean “Executive’s separation from serviceservice or (ii) the date of Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Bank thereafter when delayed payments are made pursuant to the next sentence. On the first day of the seventh month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death, all payments delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this Section 11(c), then interest shall be paid on the amount delayed calculated at the prime rate reported in The Wall Street Journal for the date of Executive’s termination to the date of payment.” (d) With respect regard to any provision herein that provides for reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable yearCode Section 409A, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in as permitted by Code Section 105(b) of the Code; 409A, (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in- kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. For All reimbursements shall be reimbursed in accordance with the Corporation’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, Executive’s right to receive any each installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever payment. (f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty ten (6010) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If Corporation. (g) Notwithstanding any of the provisions of this Agreement, neither the Corporation nor the Bank shall be liable to Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i) and would receive if any payment of “nonqualified or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation,” as a result of the Executive’s separation from service, sooner than six (6) months after Executive’s “separation from service” that, absent the application of this Section 24, would be compensation subject to additional tax imposed pursuant to Code Section 409A as a result otherwise fails to comply with, or be exempt from, the requirements of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (i) six (6) months after Executive’s “separation from service,” or (ii) Executive’s death.Code Section 409A.