Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. To the extent amounts or benefits that become payable under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.

Code Section 409A Compliance. To The Board intends that any Inducement Awards under the extent amounts or benefits that become payable under this Inducement Award Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute shall be administered, interpreted, and construed in a distribution under a “nonqualified deferred compensation plan” within the meaning of Code manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Deferred CompensationCode”), Executive’s termination of employment shall the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(hso administered, interpreted, or construed). If at the time Committee determines that an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of Executive’s separation from servicethe Inducement Award Agreement would, Executive is if undertaken, cause the Grantee to become subject to additional taxes pursuant to Section 409A, unless the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Inducement Award Agreement and/or Inducement Award Agreement will be amended or deemed modified in as close a “specified Executive” (within manner as possible to give effect to the meaning original terms of Code the Inducement Award, or, only if necessary because a modification or deemed modification would not be reasonably effective in avoiding the additional income tax under Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Section 409A and Treasury Regulation Section 1.409A-1(i))to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined Committee to be Deferred Compensationexempt from the requirements of Section 409A which is to be paid out when vested, then the reimbursement such payment shall be made to Executive as soon as practicable administratively feasible after submission for the reimbursementInducement Award becomes vested, but in no event shall such payment be made later than December 31 2-1/2 months after the end of the calendar year following in which the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect Inducement Award became vested unless (a) deferred pursuant to Section 5.5 otherwise permitted under the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision exemption provisions of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.409A.

Code Section 409A Compliance. To (1) Notwithstanding anything to the extent amounts or benefits that become payable under contrary in this Agreement on account of Executive’s termination of employment Agreement, if Executive is a "specified employee" (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within "Code") and the meaning of Treasury Regulation Section 1.409A-1(h). If final regulations thereunder) at the time of Executive’s 's "separation from service" (as defined in Code Section 409A) (other than due to death), then any severance benefits payable pursuant to this Agreement and any other severance payments or separation benefits, in each case which are determined to be "deferred compensation" under Code Section 409A and the final regulations thereunder (together, the "Deferred Compensation Separation Benefits") otherwise due to Executive is a “specified Executive” (on or within the meaning six (6) month period following Executive's "separation from service" will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive's "separation from service." All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his "separation from service" but prior to the six (6) 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. (2) It is the intent of this Agreement to comply with the requirements of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day so that none of the seventh month following Executive’s separation from Service severance payments and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined benefits to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not hereunder will be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any the additional tax or interest imposed under Code Section 409A, then and any ambiguities herein will be interpreted to so comply. The Company shall reform and Executive agree to work together in good faith to consider amendments to this Agreement and to take such provision; provided that Company shall (x) maintainreasonable actions which are necessary, appropriate or desirable to the maximum extent practicable, the original intent avoid imposition of the applicable provision without subjecting Executive to such any additional tax or interest and (y) not incur any additional compensation expense as a result of such reformationincome recognition under Code Section 409A prior to actual payment to Executive.

Code Section 409A Compliance. To The intent of the extent amounts or benefits parties is that become payable payments under this Agreement on account either be exempt 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 to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and 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 any portion of any taxes, penalties, interest, or other than expenses that may be incurred by reason Executive on account of Executive’s death) constitute a distribution non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment Agreement shall be deemed provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to occur be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business last day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the calendar year following the calendar year during in which such the expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year , and the (iii) any right to such reimbursement reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.

Code Section 409A Compliance. To 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the extent amounts or benefits Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that become payable 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. 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 on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution which is determined to result in an additional tax, penalty or interest under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay ExecutiveCode, without interest, all such Deferred Compensation that would have otherwise been paid nor for reporting in good faith any payment made under this Agreement during as an amount includible in gross income under Section 409A of the first six months following Executive’s separation from service had Executive not been Code. 11.4 For purposes of Section 409A of the Code, the right to a specified Executive. Thereafter, 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 by Executive series of installment payments under this Agreement is determined shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be Deferred Compensationsubject to the following conditions: (ii) 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, then except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 the end of the year following the year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (iii) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition. 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s 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 provision payment of this Agreement would subject Executive to any additional tax or interest “deferred compensation” (as defined under Code Treasury Regulation Section 409A1.409A-1(b)(1), then Company shall reform such provision; provided that Company shall (x) maintain, after giving effect to the maximum extent practicable, exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the original intent first (1st) business day of the applicable provision without subjecting Executive to such additional tax seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or interest and (y) not incur any additional compensation expense as a result executor of such reformationExecutive’s estate following Executive’s death.

Code Section 409A Compliance. To This Agreement is intended to comply with Section 409A of the extent amounts Internal Revenue Code of 1986, as amended (Section 409A) or benefits that become payable an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute may only be made upon an event and in a distribution under a “nonqualified deferred compensation plan” within the meaning of Code manner that complies with Section 409A (“Deferred Compensation”)or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, Executive’s each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be deemed to occur on the date that Executive incurs made upon a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s "separation from service" under Section 409A. The parties intend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements of section 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such action may be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of such Termination Date, the Executive is a “specified Executiveemployee” (within and such amounts are deemed to be “deferred compensation” subject to the meaning requirements of Code section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranty that the payments and benefits provided under this Agreement comply with Section 409A and Treasury Regulation in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.409A.

Code Section 409A Compliance. To The Company and you each hereby affirm that it is their mutual view that the extent amounts provision of payments and benefits described or benefits that become payable under this Agreement on account referenced herein are either exempt from or intended to be in compliance with the requirements of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A of the Code and the Treasury regulations relating thereto (“Deferred CompensationSection 409A”)) and that each party’s tax reporting will be completed in a manner consistent with such view. The Company and you each agree that upon the Resignation Date, Executive’s termination of employment shall be deemed to occur on the date that Executive incurs you will experience a “separation from Serviceservice” with Company within for purposes of Section 409A. Any payments that qualify for the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executiveshort-term deferral” (within the meaning of Code exception or another exception under Section 409A will 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 will be treated as a separate payment of compensation. Notwithstanding anything to the contrary in this Agreement, all reimbursements and Treasury Regulation in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 1.409A-1(i))409A of the Code, including, where applicable, the payment requirement that (x) the amount of such Deferred Compensation shall commence on expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the first business expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the calendar year following the year during in which such the expense was is incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (z) the right to such reimbursement shall or in kind benefits is not be subject to liquidation or exchange for another benefit. In additionNeither the Company nor its affiliates will be liable in any manner for any federal, if any provision of this Agreement would subject Executive state or local income or excise taxes (including but not limited to any additional tax taxes under Sections 409A of the Code), or penalties or interest under Code Section 409Awith respect thereto, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of the payment of any compensation or benefits hereunder or the inclusion of any such reformation.compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. To The parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the Code and guidance issued thereunder, and agree to amend this Agreement, or take such other action as may be necessary or advisable, to comply with Section 409A. It is intended that all payments hereunder shall comply with Section 409A and 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, if 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 extent amounts that any regulations or benefits that become payable other guidance issued under Section 409A (after application of the previous provisions of this Section (12)G)) would result in the Executive's being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, 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 is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or provision of an amount or benefit constituting a deferral of compensation is to be made pursuant to the terms of this Agreement to the Executive on account of Executive’s termination of employment a Separation from Service (other than by reason of Executive’s deathas defined herein) constitute at a distribution under time when the Executive is a “nonqualified deferred compensation plan” within the meaning Specified Employee (as defined for purposes of Code Section 409A (“Deferred Compensation”409A(a)(2)(B)(i)), Executive’s termination of employment such deferred compensation shall not be deemed paid to occur on the Executive prior to the date that Executive incurs a “separation is six (6) months after the Separation from Service” with Company within . In the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i))event this restriction applies, the payment of such Deferred Compensation shall commence 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 Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice2007-86 and Company shall then pay Executiveother Code Section 409A transition relief, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement and it shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformationinterpreted accordingly.

Code Section 409A Compliance. To Deferrals, whether elective or mandatory under the extent amounts or benefits that become payable under terms of this Agreement on account (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of Executive’s termination the Internal Revenue Code (the “Code”). Other provisions of employment this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other than by reason of Executive’s deathapplicable guidance) constitute as presently in effect or hereafter implemented, (i) a distribution under in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a “nonqualified deferred compensation planseparation from service” within the meaning of Code Section 409A 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will occur at the date six months after Termination of Employment; (“Deferred Compensation”), Executive’s termination of employment shall be ii) any Units deemed to occur on constitute a deferral of compensation under Code Section 409A will be subject to accelerated settlement under Section 9(a) of the date that Executive incurs Plan or otherwise upon a “separation from Service” with Company Change in Control only if the Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time 409A(a)(2)(A)(v);and (iii) any rights of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day Employee or retained authority of the seventh month following Executive’s separation from Service Company with respect to Units hereunder shall be automatically modified and Company shall then pay Executive, without interest, all such Deferred Compensation limited to the extent necessary so that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive Employee will not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined be deemed to be Deferred Compensation, then in constructive receipt of income relating to the reimbursement shall be made Units prior to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year distribution and the right to such reimbursement so that Employee shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest penalty under Code Section 409A409A. In this regard, then the Company shall reform such provision; provided that Company shall (x) maintain, have no retained discretion to accelerate the maximum extent practicable, the original intent settlement of the applicable provision Units beyond that permitted under Code Section 409A without subjecting Executive to such additional triggering any tax or interest and (y) not incur any additional compensation expense as a result of such reformationpenalty.

Code Section 409A Compliance. To the extent It is Company’s intent that amounts or benefits that become payable paid under this Agreement on account shall comply with Section 409A of Executive’s termination the Internal Revenue Code of employment 1986, as amended, and the regulations promulgated thereunder (other than by reason of Executive’s death“Code Section 409A”) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of or qualify for an exception to Code Section 409A (“Deferred Compensation”), Executive’s termination of employment because the amounts paid under this Plan are structured to comply with exceptions to Code Section 409A. This Agreement shall be deemed to occur on the date that Executive incurs interpreted, operated and administered in a “separation from Service” manner consistent with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from servicethese intentions, Executive is and payment shall be made in a “specified Executive” (within the meaning of manner consistent with Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid its applicable exceptions. No payments to be made under this Agreement during may be accelerated or deferred except as specifically permitted under Code Section 409A. To the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, Company shall pay Executive extent that any remaining unpaid Deferred Compensation regulations or other guidance issued under Code Section 409A would result in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be Employee being subject to liquidation or exchange for another benefit. In addition, if any provision payment of this Agreement would subject Executive to any additional tax income taxes or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, the parties agree to amend this Agreement to maintain to the maximum extent practicable, practicable the original intent of this Agreement while avoiding the applicable provision without subjecting Executive application of such taxes or interest. All payments to such additional tax or interest and (y) not incur any additional be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Code Section 409A. Each payment of compensation expense under this Agreement shall be treated as a result separate payment of such reformation_/s/BWS/DS_ Initials compensation under Code Section 409A. Accordingly, those payments under this Agreement that when aggregated together exceed the lesser of two times (a) Employee’s annual compensation in the year preceding the year of the Termination Date or (b) the annual compensation limit prescribed by Code Section 401(a)(17) shall not commence until the first payroll date that occurs after the date that is 6 months after the Termination Date. In no event may Employee, directly or indirectly, designate the calendar year of a payment and where payment may occur in one year or the next, it shall be made in the second year.

Code Section 409A Compliance. To For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). The Parties intend that this Agreement, to the extent amounts or benefits possible, will be administered in accordance with Section 409A and the Treasury Regulations and other applicable regulatory guidance issued thereunder, and will be interpreted in a manner so that become payable no payments made to Executive under this Agreement on account constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A so as to avoid imposition of any additional tax to Executive under Section 409A. Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code subject to Section 409A (“Deferred Compensation”)409A, Executive’s termination of employment shall be and Executive is deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is such termination of employment to be a “specified Executive” under Section 409A, then such payment shall not be made or commence until the earlier of (within i) the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day expiration of the seventh 6-month following period measured from Executive’s separation from Service and service from Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall then pay Executiveonly be effected to the extent required to avoid adverse tax treatment to Executive including, without interestlimitation, all the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such Deferred Compensation a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid under this Agreement during the first six months following period between Executive’s separation from service had Executive not been a specified Executive. Thereaftertermination of employment and the first payment date but for the application of this provision, Company shall pay Executive any remaining unpaid Deferred Compensation and the balance of the installments (if any) will be payable in accordance with this Agreement their original schedule. Except as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount otherwise expressly provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintainherein, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.any

Code Section 409A Compliance. To 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the extent amounts or benefits Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 The Company and Executive agree that become payable 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. 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 on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution which is determined to result in an additional tax, penalty or interest under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay ExecutiveCode, without interest, all such Deferred Compensation that would have otherwise been paid nor for reporting in good faith any payment made under this Agreement during as an amount includible in gross income under Section 409A of the first six months following Executive’s separation from service had Executive not been Code. 11.4 For purposes of Section 409A of the Code, the right to a specified Executive. Thereafter, 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 by Executive series of installment payments under this Agreement is determined shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be Deferred Compensationsubject to the following conditions: (ii) 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, then except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 the end of the year following the year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (iii) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition. 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s 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 provision payment of this Agreement would subject Executive to any additional tax or interest “deferred compensation” (as defined under Code Treasury Regulation Section 409A1.409A-1(b)(1), then Company shall reform such provision; provided that Company shall (x) maintain, after giving effect to the maximum extent practicable, exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the original intent first (1st) business day of the applicable provision without subjecting Executive to such additional tax or interest and seventh (y7th) not incur any additional compensation expense as a result month following the date of such reformation.Executive’s separation from service, or, if earlier, within fifteen

Code Section 409A Compliance. To 12.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the extent amounts or benefits that become payable Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 12.2 Company shall not be liable to Executive for any payment made under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution which is determined to result in an additional tax, penalty or interest under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay ExecutiveCode, without interest, all such Deferred Compensation that would have otherwise been paid nor for reporting in good faith any payment made under this Agreement during as an amount includible in gross income under Section 409A of the first six months following Executive’s separation from service had Code. 12.3 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to be Deferred Compensationthe following conditions: (a) 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, then except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 the end of the year following the year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (c) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition. 12.4 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s 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 provision payment of this Agreement would subject Executive to any additional tax or interest “deferred compensation” (as defined under Code Treasury Regulation Section 409A1.409A-1(b)(1), then Company shall reform such provision; provided that Company shall (x) maintain, after giving effect to the maximum extent practicable, exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall be made on the original intent first (1st) business day of the applicable provision without subjecting Executive to such additional tax seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or interest and (y) not incur any additional compensation expense as a result executor of such reformationExecutive’s estate following Executive’s death.

Code Section 409A Compliance. To the extent amounts This Agreement is intended to be drafted in a manner such that no amount or benefits that become payable other benefit provided under this Agreement on account becomes subject to (a) gross income inclusion under Section 409A of Executive’s termination of employment the Internal Revenue Code (other than by reason of Executive’s death“Section 409A”) constitute a distribution or (b) interest and additional tax under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (collectively, “Deferred CompensationSection 409A Penalties”), Executive’s termination including, where appropriate, the construction of employment defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Any provisions of the Agreement that are subject to Section 409A are intended to comply with all applicable requirements of Section 409A, or an exemption from the application of Section 409A, and shall be deemed interpreted and administered accordingly. Notwithstanding any provision of this Agreement to occur on the date that Executive incurs a “separation from Service” with Company within contrary, if any benefit provided hereunder would be subject to Section 409A Penalties because the meaning timing of Treasury Regulation such benefit is not delayed as required by Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is 409A for a “specified Executiveemployee” (within the meaning of Code as defined under Section 409A and Treasury Regulation Section 1.409A-1(i)409A), the payment of such Deferred Compensation shall commence then if Grantee is on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executiveapplicable date a specified employee, without interest, all any such Deferred Compensation benefit that Grantee would have otherwise been paid under this Agreement be entitled to receive during the first six months following ExecutiveGrantee’s “separation from service had Executive not been a specified Executive. Thereafter, Company shall pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement service” (as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Executive defined under this Agreement is determined to be Deferred Compensation, then the reimbursement Section 409A) shall be made to Executive as soon as practicable accumulated and paid, within ten (10) days after submission for the reimbursementdate that is six months following Grantee’s date of “separation from service”, but no later than December 31 of the year following the year during or such earlier date upon which such expense was incurred. Any reimbursement amount benefit can be provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be under Section 409A without being subject to liquidation or exchange the Section 409A Penalties such as, for another benefitexample, upon Grantee’s death. In addition, if no event whatsoever shall the Company or any provision of this Agreement would subject Executive its affiliates be liable to the Participant or any party for any additional tax tax, interest or interest under Code penalties that may be imposed on Participant or any other person by Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, 409A or any damages for failing to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.comply with Section 409A.

Code Section 409A Compliance. To (a) The intent of the 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 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 that become payable under this Agreement on account of Executive’s upon or following a termination of employment (other than by reason of Executive’s death) constitute a distribution under a that are considered “nonqualified deferred compensation plancompensation” 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, references to a “Deferred Compensation”), Executive’s termination,” “termination of employment employment” or like terms shall be deemed to occur on the date that Executive incurs a mean “separation from Service” with Company within the meaning service.” (c) With regard to any provision herein that provides for reimbursement of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from servicecosts and expenses or in-kind benefits, Executive is a “specified Executive” (within the meaning of except as permitted by Code Section 409A and Treasury Regulation Section 1.409A-1(i))409A, the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and (i) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition, if (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any provision 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 this Agreement would subject Executive to any additional tax or interest under Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, then Company Executive’s right to receive any installment payments pursuant to this Agreement shall reform such provision; provided that Company 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 (xe.g., “within sixty (60) maintain, to days following the maximum extent practicabledate of termination”), the original intent actual date of payment within the specified period shall be within the sole discretion of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformationCompany.

Code Section 409A Compliance. This Separation Agreement is intended to comply with, or be exempt from, to the extent applicable, Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Code Section 409A”), and the parties hereto agree to interpret this Separation Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent amounts or benefits that become payable possible, any severance owed under this Separation Agreement on account shall be construed to fit within the “short-term deferral rule” under Code Section 409A and/or the “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under this Separation Agreement to the contrary, if the Executive is a “nonqualified deferred compensation planspecified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Separation Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (“Deferred Compensation”), 6) months after the Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)409A), then such payment or benefit required under this Separation Agreement (i) shall not be paid (or commence) during the six-month period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of this Section 6.14) and (ii) shall instead be paid to the Executive in a lump-sum payment of such Deferred Compensation shall commence on the earlier of (A) the first business day regular payroll date of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been a specified Executive. Thereafter, 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 paragraphmade absent such death). If any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensationthe Executive’s termination of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then the reimbursement shall be made any amounts payable hereunder and which are subject to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year Code Section 409A shall not affect be paid or commence until the amount eligible for Executive has experienced a “separation from service” within the meaning of Code Section 409A. In addition, no reimbursement in another year and the right to such reimbursement or in-kind 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. In additionAny reimbursement to which the Executive is entitled hereunder shall be made no later than the last day of the calendar year immediately following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, no member of the Company Group or any of their respective affiliates shall have any liability to the Executive or to any other Person if this Separation Agreement is not exempt from or compliant with Code Section 409A, or if the payments and/or benefits provided in this Separation Agreement that are intended to be exempt from or compliant with Code Section 409A are not so exempt or compliant. Each payment payable under this Separation Agreement shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Code Section 409A. Notwithstanding the foregoing or anything contained in this Separation Agreement to the contrary, if payment of any provision of amounts set forth in this Separation Agreement would subject Executive to any additional tax or interest (other than the Accrued Benefits) are treated as “non-qualified deferred compensation” under Code Section 409A, then Company if such payments or benefits could commence in more than one taxable year depending on when the Release is executed (regardless of when the Release is actually executed), then such payments and benefits that otherwise would have been payable in the calendar year in which the Separation Date occurs shall reform be withheld and instead shall be payable on the first payroll date in the calendar year immediately following the calendar year in which the Separation Date occurs (with all remaining payments to be made as if no such provision; provided that Company shall (x) maintain, to the maximum extent practicabledelay had occurred). For purposes of Section 3 of this Separation Agreement, the original intent Separation Date shall be interpreted to mean the date on which Executive incurs a “separation from service” with the Company (within the meaning of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformationCode Section 409A).

Code Section 409A Compliance. To The intent of the extent amounts or parties is that payments and benefits that become payable 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”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith; provided, that the Corporation does not guarantee to Employee any particular tax treatment with respect to this Agreement and any payments hereunder. In no event whatsoever shall the Corporation be liable for any additional tax, interest, or penalties that may be imposed on account of Executive’s termination of employment (other than Employee by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning Code Section 409A or any damages for failing to comply with Code Section 409A. For purposes of Code Section 409A 409A, 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 payment under this Agreement specifies a payment period with reference to a number of days (e.g., “Deferred Compensationpayment shall be made within ten calendar days following the date of termination”), Executive’s termination the actual date of employment payment within the specified period shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day sole discretion of the seventh month following Executive’s separation from Service and Company shall then pay ExecutiveCorporation. In no event may Employee, without interestdirectly or indirectly, all such Deferred Compensation that would have otherwise been paid designate the calendar year of any payment to be made under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executivethat is considered nonqualified deferred compensation. Thereafter, Company shall pay Executive With regard to 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible provision herein that provides for reimbursement in another year of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition; (ii) the amount of expenses eligible for reimbursement, if or in-kind benefits, provided during any provision of 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 Agreement would subject Executive clause (ii) shall not be violated with regard to expenses reimbursed under any additional tax or interest under arrangement covered by Code Section 409A, then Company shall reform 105(b) solely because such provision; provided that Company shall (x) maintain, expenses are subject to a limit related to the maximum extent practicable, period the original intent of the applicable provision without subjecting Executive to such additional tax or interest arrangement is in effect; and (yiii) not incur any additional compensation such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense as a result of such reformationwas incurred.

Code Section 409A Compliance. To 11.1 This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the extent amounts or benefits Internal Revenue Code of 1986 as amended, and any regulations and Treasury guidance promulgated thereunder (collectively, “Section 409A of the Code”). 11.2 Company and Executive agree that become payable 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. 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 on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution which is determined to result in an additional tax, penalty or interest under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay ExecutiveCode, without interest, all such Deferred Compensation that would have otherwise been paid nor for reporting in good faith any payment made under this Agreement during as an amount includible in gross income under Section 409A of the first six months following Executive’s separation from service had Executive not been Code. 11.4 For purposes of Section 409A of the Code, the right to a specified Executive. Thereafter, 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 by Executive series of installment payments under this Agreement is determined shall be treated as a right to a series of separate payments. 11.5 With respect to any reimbursement of expenses or any provision of in-kind benefits to Executive specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be Deferred Compensationsubject to the following conditions: (ii) 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, then except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 the end of the year following the year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (iii) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition. 11.6 Notwithstanding anything in this Agreement to the contrary, if a payment obligation arises on account of Executive’s 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 provision payment of this Agreement would subject Executive to any additional tax or interest “deferred compensation” (as defined under Code Treasury Regulation Section 409A1.409A-1(b)(1), then Company shall reform such provision; provided that Company shall (x) maintain, after giving effect to the maximum extent practicable, exemptions in Treasury Regulation Sections 1.409A- 1(b)(3) through (b)(12)) shall be made on the original intent first (1st) business day of the applicable provision without subjecting Executive to such additional tax seventh (7th) month following the date of Executive’s separation from service, or, if earlier, within fifteen (15) days after the appointment of the personal representative or interest and (y) not incur any additional compensation expense as a result executor of such reformationExecutive’s estate following 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, 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. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 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 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 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 that become payable under this Agreement on account of Executive’s upon or following a termination of employment (other than by reason of Executive’s death) constitute a distribution under a that are considered “nonqualified deferred compensation plancompensation” 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, references to a “Deferred Compensation”), Executive’s termination,” “termination of employment employment” or like terms shall be mean “separation from service.” If the Executive is deemed to occur on the date that Executive incurs of termination to be a “separation from Servicespecified employee” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest term under Code Section 409A409A(a)(2)(B), then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.then

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with IRC Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent amounts that any payment or benefits that become payable under benefit described in this Agreement on account of constitutes “non-qualified deferred compensation” under IRC Section 409A (or is intended to qualify for an exemption under IRC Section 409A) and such payment or benefit is payable upon Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s or termination of employment shall this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to occur on the date that Executive incurs mean a “separation from Serviceservice,” as defined in accordance with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code IRC Section 409A and corresponding Treasury Regulation Section 1.409A-1(i))regulations. Additionally, to the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation extent that would have otherwise been paid any reimbursements under this Agreement during are subject to the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafterprovisions of IRC Section 409A , 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made such reimbursements payable to Executive as soon as practicable after submission for the reimbursement, but will be paid to Executive no later than December 31 of the year following the year during in which such the expense was incurred. Any reimbursement , the amount provided of the expenses reimbursed in one year shall will not affect the amount eligible for reimbursement in another year any subsequent year, and the Executive’s right to such reimbursement shall under this Agreement will not be subject to liquidation or exchange for another benefit. In addition, if The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement would subject Executive fails to comply with IRC Section 409A or fails to satisfy an intended exemption from IRC Section 409A. In no event whatsoever shall the Company be liable for any additional tax tax, interest or interest under Code penalty that may be imposed on Executive by IRC Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.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, 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. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 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 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 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 that become payable under this Agreement on account of Executive’s upon or following a termination of employment (other than by reason of Executive’s death) constitute a distribution under a that are considered “nonqualified deferred compensation plancompensation” 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, references to a “Deferred Compensation”), Executive’s termination,” “termination of employment employment” or like terms shall be mean “separation from service.” If the Executive is deemed to occur on the date of termination to be a “specified employee” within the meaning of that Executive incurs term under Code Section 409A(a)(2)(B), then EXECUTION VERSION with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A (and not otherwise exempt under Code Section 409A) payable on account of a “separation from Serviceservice,” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If such payment or benefit shall be made or provided at the time date which is the earlier of Executive’s (i) the expiration of the six (6)-month period measured from the date of such “separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive, and (ii) the date of the Executive’s separation from Service and Company shall then pay Executive, without interestdeath (the “Delay Period”). Upon the expiration of the Delay Period, all such Deferred Compensation that payments and benefits delayed pursuant to this Section 25 (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 without interest, and any remaining payments and benefits due under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, Company shall pay Executive any remaining unpaid Deferred Compensation be paid or provided in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If the normal payment dates specified for them herein. (c) With regard to any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible provision herein that provides for reimbursement in another year of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition, if (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any provision 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 this Agreement would subject Executive to any additional tax or interest under Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, then Company the Executive’s right to receive any installment payments pursuant to this Agreement shall reform such provision; provided be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that Company is considered nonqualified deferred compensation. In no event shall (x) maintain, to the maximum extent practicable, the original intent timing of Executive’s execution of the applicable provision without subjecting Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to such additional tax or interest and (y) not incur any additional compensation expense as a result execution of such reformationthe Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Code Section 409A Compliance. To the extent amounts or benefits that become payable under this This Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of is intended to comply with Internal Revenue Code Section 409A (“Deferred CompensationCode 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, Executive’s 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 possible. Any payments to be made under the Agreement upon a termination of employment shall only be deemed to occur on the date that Executive incurs made upon a “separation from Serviceservice” with Company within under Code Section 409A. In no event shall the meaning timing of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from serviceexecution 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 a “specified Executive” (within subject to execution of the meaning 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 and Treasury Regulation Section 1.409A-1(i))409A, the payment right to installment payments of such Deferred Compensation severance shall commence on be treated as the first business day right to a series of separate payments. To the seventh month following Executive’s separation from Service and Company extent required by Code Section 409A, any reimbursement or in-kind benefit provided under the Agreement shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, Company shall pay Executive any remaining unpaid Deferred Compensation be provided in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission following: (a) the amount of expenses eligible for the reimbursement, but no later than December 31 of the or in-kind benefits provided, during a calendar year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall cannot affect the amount expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another year any other calendar year; and the (b) any right to such reimbursement reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit. In additionNotwithstanding the foregoing, if any provision of this the Company makes no representations that the payments and benefits provided under the Agreement would subject Executive to any additional tax or interest under comply with Code Section 409A409A and in no event shall the Company be liable for all or any portion of any taxes, then Company shall reform such provision; provided penalties, interest or other expenses that Company shall (x) maintain, to may be incurred by the maximum extent practicable, the original intent Executive on account of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.non-compliance with Code Section 409A.

Code Section 409A Compliance. To (i) The intent of the extent amounts or parties is that payments and benefits that become payable under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) 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. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on account Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding anything herein to the contrary, (A) the Severance Benefits shall be paid only in connection with a termination of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under that constitutes a “nonqualified deferred compensation planseparation from service” within the meaning of Code Section 409A and (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, B) if Executive is a “specified Executiveemployee” (within the meaning of as such term is defined under Code Section 409A and Treasury Regulation Section 1.409A-1(i))409A, the payment of the Severance Benefits shall be delayed for a period of six (6) months following Executive’s separation of employment to the extent and up to an amount necessary to ensure such Deferred Compensation shall commence payments are not subject to the penalties and interest under Code Section 409A. If the payments are delayed as a result of the previous sentence, then on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution), the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation Executive a lumpsum amount equal to the cumulative amount that would have otherwise been paid under this Agreement payable to Executive during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereaftersuch period. (iii) For purposes of compliance with Code Section 409A, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement (A) all expenses or other reimbursements hereunder shall be made on or prior to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 last day of the taxable year following the taxable year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the expenses were incurred by Executive, (B) any right to such reimbursement shall or inkind benefits is not be subject to liquidation or exchange for another benefit. In additionbenefit and (C) no such reimbursement, if expenses eligible for reimbursement, or inkind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or inkind benefits to be provided, in any other taxable year. (iv) 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. (v) Notwithstanding any other provision of this Agreement would subject Executive to the contrary, in no event shall any additional tax or interest payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, 409A be subject to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur offset by any additional compensation expense as a result of such reformation.other amount unless otherwise permitted by Code Section 409A.

Code Section 409A Compliance. To The Cash Award is intended to be exempt from Section 409A of the Internal Revenue Code (“Code Section 409A”) and applicable regulations, and shall be interpreted and operated consistent with such intent. If any ambiguity exists in the terms of the Agreement, it shall be interpreted to be consistent with this purpose. It is also the intention of this Agreement that all income tax liability on payments made pursuant to this Agreement be deferred until the Grantee actually receives such payment if and to the extent amounts or benefits that become payable under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”)does apply to the Cash Award, Executive’s termination of employment in which case this Agreement shall be deemed interpreted in a manner to occur on the date that Executive incurs a “separation from Service” be consistent with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition409A. Therefore, if any provision of this Agreement would subject Executive is found not to be exempt from or in compliance with any additional tax or interest applicable requirements of Code Section 409A, that provision will be deemed amended and will be construed and administered, insofar as possible, so that this Agreement, to the extent permitted by law and deemed advisable by the Company, does not trigger taxes and other penalties under Code Section 409A; provided, then Company however, that Grantee will not be required to forfeit any payment that becomes vested and payable to Grantee without Grantee’s written consent. It is intended that each payment or installment of a payment and each benefit provided under this Agreement shall reform such provision; provided that Company shall (x) maintainbe treated as a separate “payment” for purposes of Code Section 409A. Nothing in this section increases the Company’s obligations to Grantee under this Agreement. Grantee remains solely liable for any taxes, including but not limited to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax any penalties or interest and (y) due to Code Section 409A or otherwise, on the payments made hereunder. The preceding provisions shall not incur any additional compensation expense be construed as a result guarantee by the Company of such reformationany particular tax effect for payments made pursuant to this Agreement.

Code Section 409A Compliance. To (i) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder. (ii) The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition on the Executive of any additional tax, penalty, or interest under Section 409A of the Code. (iii) If the Company determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Compensation Committee and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent amounts practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or benefits causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. (iv) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, that become payable 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 on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution as an amount includible in gross income under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A of the Code. (“Deferred Compensation”), Executive’s termination v) For purposes of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i))of the Code, the payment right to a series of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid installment payments under this Agreement during shall be treated as a right to a series of separate payments. (vi) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the first six months following Executive’s separation from service had Executive not been a , as specified Executive. Thereafter, 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 by Executive under this Agreement is determined Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to be Deferred Compensationthe following conditions: (A) 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, then except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (B) the reimbursement of an eligible expense shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 the end of the year following after the year during in which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year ; and (C) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (vii) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Executive’s “separation from service” as defined in Section 409A of the Code. (viii) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six months after such separation from service (the aggregate of such scheduled payments, the “Delayed Payment”) shall, in lieu thereof, be paid, as adjusted for earnings or losses thereon, within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive’s estate following his death. In additionthe event that the provisions of this Section 11(l)(viii) shall apply to any payment obligation under this Agreement, and provided that the Executive executes a general release as the Company may request, the Company shall make an irrevocable contribution of an amount equal to the Delayed Payment to a grantor trust established consistent with the terms of Revenue Procedure 92-64, 1992-33 I.R.B. 11 (the “Rabbi Trust”) with a financial institution approved by the Executive, which approval will not be withheld unreasonably, serving as the third-party trustee thereof, under the terms of which the assets of the trust may be used, in the absence of the Company’s insolvency, solely for purposes of fulfilling the Company’s obligation to pay the Delayed Payment to the Executive in compliance with Section 409A(a)(2)(B)(i) of the Code. The Company’s obligation to make the contribution to the Rabbi Trust under the immediately preceding sentence shall arise on the due date of the payment obligation had this Section 11(l)(viii) not applied or, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicablelater, the original intent of date that any general release becomes effective, and such contribution shall be made by no later than the tenth business day (excluding federal holidays) after the applicable provision without subjecting date. The Executive shall be permitted to such additional tax or interest direct the trustee how to invest the trust assets held on the Executive’s behalf. 5. In all other respects, the Employment Agreement is hereby ratified and (y) not incur any additional compensation expense as a result of such reformationconfirmed.

Code Section 409A Compliance. To the extent amounts or benefits that become payable under this Agreement on account of Executive’s termination of employment (other than by reason of Executive’s death) constitute a distribution under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”), Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). a. If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, without interest, all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, 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 by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would subject 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 with Code Section 409A; provided, then that the Company shall reform agrees to make only such provision; provided that Company shall (x) changes as are necessary to bring such provisions into compliance with Code Section 409A and to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without subjecting violating the provisions of Code Section 409A. b. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of employment 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 any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such additional tax payment or interest benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 19 (y) not incur any additional compensation expense as whether they would have otherwise been payable in a result single sum or in installments in the absence of such reformationdeferral) 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 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. (a) The intent of the 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 to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of 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 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 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 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 that become payable under this Agreement on account of Executive’s upon or following a termination of employment (other than by reason of Executive’s death) constitute a distribution under a that are considered “nonqualified deferred compensation plancompensation” 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, references to a “Deferred Compensation”), Executive’s termination,” “termination of employment employment” or like terms shall be mean “separation from service.” If the Executive is deemed to occur on the date of termination to be a “specified employee” within the meaning of that Executive incurs 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 Serviceservice,” with Company within the meaning of Treasury Regulation Section 1.409A-1(h). If such payment or benefit shall be made or provided at the time date which is the earlier of Executive’s (i) the expiration of the six (6)-month period measured from the date of such “separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh month following Executive, and (ii) the date of the Executive’s separation from Service and Company shall then pay Executive, without interestdeath (the “Delay Period”). Upon the expiration of the Delay Period, all such Deferred Compensation that payments and benefits delayed pursuant to this Section 25 (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 without interest, and any remaining payments and benefits due under this Agreement during the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, Company shall pay Executive any remaining unpaid Deferred Compensation be paid or provided in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If the normal payment dates specified for them herein. (c) With regard to any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the reimbursement shall be made to Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount provided in one year shall not affect the amount eligible provision herein that provides for reimbursement in another year of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. In addition, if (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any provision 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 this Agreement would subject Executive to any additional tax or interest under Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, then Company the Executive’s right to receive any installment payments pursuant to this Agreement shall reform such provision; provided be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that Company is considered nonqualified deferred compensation. In no event shall (x) maintain, to the maximum extent practicable, the original intent timing of Executive’s execution of the applicable provision without subjecting Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to such additional tax or interest and (y) not incur any additional compensation expense as a result execution of such reformationthe Release could be made in more than one taxable year, payment shall be made in the later taxable year.