Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything The intent of the Parties is that payments and benefits under this Agreement and any equity-based compensation (e.g., any stock options and any shares of restricted stock) comply with, or be exempt from, Code Section 409A and, accordingly, to the contrary contained in this Agreement: (a) The parties agree that maximum extent permitted, this Agreement and any equity-based compensation shall be interpreted to comply be in compliance therewith or exempt therefrom. If Executive notifies the Company (with or, specificity as to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions reason therefor) that Executive believes that any provision of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except any equity-based compensation (or of any award of compensation) would cause Executive to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for incur any additional tax, tax or interest or penalties that may be imposed on Executive under Code Section 409A and the Company concurs with such belief or any damages for failing the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good-faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good-faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (b) a. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such Executive’s “separation from service” of Executive, and (iiB) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 8 (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement letter shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) b. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) c. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered nonqualified deferred compensation.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in parties is that payments and benefits under this Agreement: Agreement comply with or be exempt from Section 409A (a“Section 409A”) The parties agree that of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted to comply with or, and administered accordingly. Notwithstanding anything contained herein to the extent possiblecontrary, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed considered to have occurred terminated employment with the Employers for purposes of any provision of this Agreement providing for Agreement, unless the payment of any amounts or benefits Executive would be considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also to have incurred a “separation from service” from the Employers within the meaning of Code Section 409A and, (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any such payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this AgreementAgreement to the contrary, references to a if, at the time of the Executive’s Separation from Service, the stock of the Employers (or any successor entity) is treated as “termination,publicly traded” “termination under Section 409A(a)(2)(B)(1) of employment” or like terms shall mean “separation from service.” If the Code and the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code said section, all payments which are subject to Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified 409A as deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined and which would otherwise be required to apply, such payment or benefit shall not be made or provided until the date which is upon such Separation from Service shall be made on the earlier of (i) the expiration first day of the first month commencing at least six (6)-month period measured 6) months following Executive’s Separation from the date of such “separation from service” of Executive, and Service or (ii) the date of the Executive’s death (death. To the “Delay Period”). Upon extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made Executive on or before the last day of Executive’s taxable the year following the taxable year in which the expense occurredwas incurred and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in any subsequent year. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall be interpreted to comply with or, to the extent possible, either be exempt from or comply with Code Section 409A of (including the Code, and the Treasury regulations and other published guidance promulgated thereunder to the extent applicable relating thereto) (collectively “Code Section 409A”)) so as not to subject the Executive to payment of any additional tax, and all penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed in a manner consistent with and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the requirements for avoiding taxes or penalties under Code Section 409A. Except timing and amount of any payment) to avoid the extent attributable to a breach imputation of this Agreement by the Company, in no event whatsoever will the Company be liable for any such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A. (bthe nearest extent reasonably possible) the intended benefit payable to the Executive. 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 the Company determines may be considered “nonqualified deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “"separation from service” " within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “"termination,” “" "termination of employment” " or like terms term, and the timing thereof, shall mean “such a separation from service.” If . Notwithstanding any other provision of this Agreement, in the event the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under as defined in Code Section 409A payable on account of the date the Executive incurs a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined , as so defined, to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (ias defined in Code Section 409A) or the right to reimbursement or in-kind date of the Executive’s death and any delayed payments and benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be paid and provided in any other taxable yearthe aggregate, provided that this clause without interest, no later than ten (ii10) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because days following such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) date. For purposes of Code Section 409A, the Executive’s 's right to receive any installment the payments pursuant to this Agreement and benefits hereunder shall be treated as a right to receive a series of separate and distinct paymentspayments and benefits. Whenever a payment under this Agreement or benefit hereunder specifies a payment or benefit period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”)days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, unless provided otherwise hereindirectly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

Code Section 409A. Notwithstanding anything to Payment of the contrary contained in this Agreement: (a) The parties agree that Performance Shares and this Agreement shall be interpreted are intended to comply with or, to the extent possible, be exempt from Section 409A of the Code, and shall be administered and construed in accordance with such intent. Accordingly, the regulations and guidance promulgated thereunder Corporation shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that it determines is necessary or appropriate to ensure compliance with Code Section 409A (provided that the Corporation shall choose the action that best preserves the value of payments provided to the extent applicable (collectively “Participant under this Agreement that is consistent with Code Section 409A”). In furtherance, and all but not in limitation, of the foregoing, notwithstanding any other provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, contrary: (a) in no event whatsoever will may the Company Participant designate, directly or indirectly, the calendar year of any payment to be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.made hereunder; (b) A termination if at the time of employment shall not be deemed to have occurred for purposes the Participant’s separation from service, the Corporation determines that the Participant is a “specified employee” within the meaning of any provision Code Section 409A, payments, if any, hereunder that constitute a “deferral of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A and that would otherwise become due on account of such separation from service shall be delayed and all such delayed payments shall be paid in full upon or the earlier to occur of (i) a date during the thirty-day period commencing six months and one day following such separation from service and (ii) the date of the Participant’s death, provided that such delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); and (c) notwithstanding any other provision of this Agreement to the contrary, a termination or retirement of Participant's employment unless such termination is also hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A and, for purposes of with respect to any such provision of this Agreement, references to payments hereunder that constitute a “termination,deferral of compensation” “termination under Code Section 409A that become due on account of employment” or like terms shall mean “such separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” 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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (ciii) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (div) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from For purposes of Section 409A of the Code, and the regulations and other guidance promulgated thereunder to the extent applicable there under and any state law of similar effect (collectively “Code Section 409A”), and all provisions of each payment that is paid pursuant to this Agreement shall is hereby designated as a separate payment. Further (i) no severance or benefits to be construed in a manner consistent with the requirements for avoiding taxes paid or penalties under Code Section 409A. Except provided to the extent attributable Executive, if any, pursuant to a breach of this Agreement by the Companythat, in no event whatsoever when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will the Company be liable for any additional tax, interest paid or penalties that may be imposed on otherwise provided until Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also has had a “separation from service” within the meaning of Code Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A andpursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, for purposes and (iii) in the case of (i) and (ii), any such provision of reference in this Agreement, references Agreement to a “termination,” or “termination of employment” or like terms any similar term shall be construed to mean a “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A. The parties intend that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration 409A so that none of the Delay Period payments or benefits will be subject to Executive in a lump sum with interest at the prime rate during the Delay Periodadverse tax penalties imposed under Section 409A, and any remaining ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits due provided in connection with Executive’s termination under this Agreement shall be paid exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in accordance connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the normal time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment dates or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in the normal payment forms specified for them herein. (c) With regard to a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that provides for reimbursement of costs and expenses any reimbursements or in-kind benefits, except as permitted by Code benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the right to calendar year following the year in which the expense was incurred by Executive, (ii) shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” ”, “termination of employment” or like terms shall mean “separation from service.” ”. If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply”, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with sum, increased by an amount equal to interest on such payments for the Delay Period at a rate equal to the prime rate during in effect as of the Delay Perioddate the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed administered in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for so that any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment amount or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement hereunder shall be paid or provided in accordance a manner that is either exempt from or compliant with the normal requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment dates of such Non-Exempt Deferred Compensation would be effected, by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, such payment or distribution shall be made at the time and in the normal payment forms specified for them hereinform that would have applied absent the non-409A-conforming event. (c) With regard Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any provision herein that provides for reimbursement permissible acceleration of costs and expenses payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or in-kind benefits, except as permitted by Code Section 409A, (j)(4)(vi) (payment of employment taxes): (i) the right to reimbursement amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or in-kind benefits shall not be subject to liquidation or exchange for another benefitprovided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the amount normal payment or distribution schedule for any remaining payments or distributions will resume at the end of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in 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 409A and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinfinal regulations thereunder.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement that constitute deferred compensation shall be interpreted to comply with exempt from, or, to the extent if that is not possible, be exempt from then shall comply with, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered “nonqualified benefit that constitutes deferred compensation” under Code Section 409A compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Termination Date 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 considered nonqualified deferred compensation under subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, the Executive and (ii) the date of the Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted is intended to comply with or, to the extent possible, be exempt from requirements of Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and all provisions construe this Agreement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A, provided, however, that the Employee understands and agrees that the Company shall not be held liable or responsible for any taxes, penalties, interests or other expenses incurred by the Employee on account of non-compliance with Section 409A. (a) For purposes of Section 409A, each installment payment or payroll period amount provided under this Agreement shall be construed in treated as a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.separate payment. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A. (c) If Executive the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first regular payroll date following the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivethe Employee, and or (ii) the date of Executivethe Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (cd) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) all such payments shall be made on or before the last day of Executive’s taxable calendar year following the taxable calendar year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to To the contrary contained in this Agreement: (a) The extent applicable, the parties agree intend that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under applicable provisions of Code Section 409A. Except to the extent attributable to a breach of 409A, including any regulations or other guidance promulgated thereunder. For purposes thereof: (a) each payment under this Agreement by the Company, in no event whatsoever will the Company shall be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. treated as a separate payment; (b) A the exclusions for short-term deferrals and payments on account of involuntary termination of employment shall not be deemed applied to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A fullest extent applicable; (c) payments to be made upon or following a termination of employment unless such or on account of Executive’s Separation Date that are deemed to constitute deferred compensation within the meaning of Code Section 409A shall be made upon Executive’s “separation from service” as determined thereunder; (d) any reference herein to the termination is also a of Executive’s employment or to Executive’s termination date or words of similar import shall mean and be deemed to refer to the date of his “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If 409A; (e) if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard payments that are deemed to any payment or the provision of any benefit that is considered nonqualified constitute deferred compensation under within the meaning of Code Section 409A and that are payable on account of a “Executive’s separation from service,” if no exemption , shall be delayed for six months as required under Code Section 409A, and shall be made when first permitted, without liability for interest or exclusion from loss of investment opportunity thereon; and (f) all reimbursements and in-kind payments hereunder that constitute deferred compensation within the meaning of Code Section 409 (A) is determined to apply, such payment or benefit 409A shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided provide in accordance with the normal payment dates and in the normal payment forms specified for them hereinrequirements of such section. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything This Agreement is intended to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the contrary, if any amounts payable pursuant to this Agreement are determined to be subject to Section 409A of the Code, then with respect to such amounts: (i) if at the time of Executive’s separation from service from Company, Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the regulations and guidance promulgated thereunder deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the extent applicable Code, then Company will defer the commencement of the payment of any such amounts hereunder (collectively “Code without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service from Company (or the earliest date as is permitted under Section 409A”409A of the Code), and all provisions (ii) each payment of two or more installment payments made under this Agreement shall be construed in designated as a manner consistent with “separate payment” within the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach meaning of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A of the Code. Any amounts of deferred compensation that are payable by reason of Executive’s 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a paid unless such termination of employment unless such termination is also constitutes a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision Section 409A of this Agreement, the Code and references to a the employee’s “termination,” or “termination of employment” or like terms and words and phrases of similar meaning shall mean “separation from service.” If Executive is deemed on the date of termination be construed 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 considered nonqualified deferred compensation under Code Section 409A payable on account of require a “separation from service,” for purposes of Section 409A of the Code. B. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if no exemption or exclusion from Section 409 (A) is determined to apply, deferral will make such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration other benefits compliant under Section 409A of the six (6)-month period measured from Code, or otherwise such payment or other benefits shall be restructured, to the date of such “separation from service” of Executiveextent possible, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum manner, determined by Company, that does not cause such an accelerated or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinadditional tax. (c) With regard to C. To the extent any provision herein that provides for reimbursement of costs and expenses reimbursements or in-kind benefitsbenefits due Executive under this Agreement constitutes “deferred compensation” under Section 409A of the Code, except as permitted by Code Section 409A, (i) the right to reimbursement any such reimbursements or in-kind benefits shall not be subject paid to liquidation or exchange for another benefit, (ii) Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall consult with Executive in good faith regarding the amount implementation of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provisions of this paragraph; provided that this clause (ii) neither Company nor any of its employees or representatives shall not be violated have any liability to Executive with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurredrespect thereto. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement and the German American’s and Employee’s exercise of authority or discretion hereunder shall be interpreted to comply with or, to the extent possible, be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the payment of any interest or additional tax imposed under Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions . In furtherance of this Agreement intent, (a) for any amount payable in two or more installments, each installment shall be construed in treated as a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Companyseparate payment, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed if, due to have occurred for purposes of the circumstances giving rise to any provision of this Agreement providing for the lump sum payment of any amounts or benefits considered “nonqualified deferred compensation” payments under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision commencement of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “such payments thereof must be delayed for six months following Employee’s separation from serviceservice in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” if no exemption or exclusion from Section 409 (A) is determined to apply, then such payment or benefit payments shall not be made or provided until the date so delayed and paid upon expiration of such six month period and (b) each payment which is the earlier of (i) the expiration of the six (6)-month to be paid during a designated period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable that begins in a single sum or first taxable year and ends in installments in the absence of such delay) a second taxable year shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) second taxable year. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, : (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits to be provided in any other taxable year, provided that this clause (ii) the foregoing shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b105(h) solely because such expenses that are subject to a limit related to the period in which the arrangement is in effect and (iii) such payments effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the German American referred to herein, shall be made on or before the last day of Executive’s the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the expense occurred. (d) For purposes extent that any Treasury regulations, guidance or changes to Section 409A would result in the Employee becoming subject to interest and additional tax under Section 409A of the Code, the German American and Employee agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties Parties agree that this Agreement shall be interpreted is intended to comply with or, to the extent possible, be exempt from requirements of Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) or an exemption from Section 409A. The Company shall undertake to administer, interpret, and all provisions 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. Each payment under this Agreement shall be construed in treated as a manner consistent with the requirements separate payment for avoiding taxes or penalties under Code purposes of Section 409A. Except to Notwithstanding the extent attributable to a breach of this Agreement by foregoing, except for the Company’s withholding right, in no event whatsoever will if any tax is assessed under Section 409A, the Company Executive shall be liable solely responsible for any additional payment of such tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If ” (c) Notwithstanding anything herein to the contrary, in the event that the Executive is deemed a “specified employee” (within the meaning of Section 409A) on the date of termination of the Executive’s employment with the Company and the payments described in Section 6.4(a) or Section 6.5, as applicable, to be a “specified employee” paid 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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the first six (6)-month period measured from 6) months following the date of such termination of employment (the “separation from service” Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), then (i) any portion of such payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 6.4(a) or Section 6.5, as applicable, (ii) any portion of such payments that exceed the Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, in lump sum, on the first (1st) business day after the six- (6-) month anniversary of the Executive’s termination of employment, and (iiiii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence any portion of such delay) payments that are payable after the Initial Payment Period shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodtimes set forth in Section 6.4(a) or Section 6.5, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinas applicable. (cd) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) all such payments shall be made on or before the last day of Executive’s taxable calendar year following the taxable calendar year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended that this Agreement will comply with, or be exempt from, Section 409A to the contrary contained in this Agreement: extent the Agreement (aor any benefit or payment provided hereunder) The parties agree that this is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with or, such intent. Notwithstanding any provision to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed contrary in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from that is required to be delayed pursuant to Section 409 409A(a)(2)(B) of the Code (A) is determined after taking into account any applicable exceptions to applysuch requirement), such payment or benefit shall not be made or provided until on the date which that is the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such Executive’s “separation from service,” of Executive, and or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 6.15 (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to . Notwithstanding any provision herein of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (iand corollary terms) with the right Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefits benefit arrangements of the Company and its affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall not be subject to liquidation or exchange for another benefit, applicable: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during under any taxable such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement, or in-kind benefits, benefits to be provided provided, under such arrangement in any other taxable yearcalendar year (provided, provided that that, this clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and effect), (iiiii) such payments shall any reimbursement must be made on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which the expense occurred. was incurred, and (diii) For the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment 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. 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything herein, unless provided otherwise herein.Executive shall be responsible for payment of any applicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement. [The remainder of this page intentionally blank]

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Employee pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Employee under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination constitute a deferral 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” compensation within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references the Code are payable by reference to a “termination,” Employee’s “termination of employment,” or like such term and similar terms shall mean “separation be deemed to refer to Employee’s Separation from service.” If Executive is deemed on the date of termination Service. Employee hereby agrees to be a bound by the Company’s determination of its “specified employeeemployees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration each such payment that is conditioned upon Employee’s execution of the six (6)-month period measured from the date of such “separation from service” of Executive, a release and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant that is to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive provided during a designated period that begins in one taxable year and ends in a lump sum with interest at the prime rate during the Delay Periodsecond taxable year, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s Separation from Service, each such payment dates that is payable upon Employee’s Separation from Service and would have been paid prior to the six-month anniversary of Employee’s Separation from Service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s Separation from Service and (B) the date of Employee’s death. Any reimbursement payable to Employee pursuant to this Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Employee within 30 days following receipt of such expense reports, but in no event later than the normal payment forms specified last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended that this Agreement will comply with, or be exempt from, Section 409A to the contrary contained in this Agreement: extent the Agreement (aor any benefit or payment provided hereunder) The parties agree that this is subject thereto, and the Agreement shall be interpreted to comply on a basis consistent with or, such intent. Notwithstanding any provision to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed contrary in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from that is required to be delayed pursuant to Section 409 409A(a)(2)(B) of the Code (A) is determined after taking into account any applicable exceptions to applysuch requirement), such payment or benefit shall not be made or provided until on the date which that is the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such Executive’s “separation from service,” of Executive, and or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 6.15 (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to . Notwithstanding any provision herein of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code are considered deferred compensation under Section 409A, references to Executive’s “termination of employment” (iand corollary terms) with the right Company shall be construed to refer to Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefits benefit arrangements of the Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall not be subject to liquidation or exchange for another benefit, applicable: (iii) the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during under any taxable such arrangement in one calendar year shall may not affect the expenses amount eligible for reimbursement, or in-kind benefits, benefits to be provided provided, under such arrangement in any other taxable yearcalendar year (provided, provided that that, this clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and effect), (iiiii) such payments shall any reimbursement must be made on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which the expense occurred. was incurred, and (diii) For the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment 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. 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything herein, unless provided otherwise hereinExecutive shall be responsible for payment of any applicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement.

Code Section 409A. Notwithstanding anything any provision to the contrary contained in this the Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to if the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement Employee is deemed by the Company, in no event whatsoever will Company at the Company be liable for any additional tax, interest time of his or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation her Separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provision extent delayed commencement of any benefit that portion of the termination benefits to which the Employee is considered nonqualified deferred compensation entitled under Code this Agreement is required in order to avoid a prohibited distribution under Section 409A payable on account 409A(a)(2)(B)(i) of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applythe Code, such payment or benefit portion of the Employee’s termination benefits shall not be made or provided until to the date which is Employee prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of such “separation the Employee’s Separation from service” of Executive, and Service with the Company or (ii) the date of Executivethe Employee’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to Executive this Section 3(c) shall be paid in a lump sum with interest at to the prime rate during Employee (or the Delay PeriodEmployee’s estate or beneficiaries), and any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 409A1.409A-2(b)(2)(iii)), Executivethe Employee’s right to receive any the installment payments payable pursuant to this Agreement (the “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinpayment.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to 10.1 To the extent possible, that any payments to be exempt from made to Executive upon a termination of employment are subject to Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment with the Company shall not have occurred unless such termination is also and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Code Section 409A andof the Code, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Company determines that Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit that is considered nonqualified deferred compensation Executive becomes entitled to under Code Section 409A payable this Agreement on account of a “Executive’s separation from service,” if no exemption or exclusion from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409 (A409A(a) is determined to applyof the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made or provided until the date which that is the earlier of (ia) the expiration of the six (6)-month period measured from the date of such “6) months and one (1) day after Executive’s separation from service” , or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of Executivethis provision, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration balance of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been installments shall be payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum accordance with interest at the prime rate during the Delay Period, their original schedule. 10.3 All in-kind benefits provided and any remaining payments and benefits due expenses eligible for reimbursement under this Agreement shall be paid provided by the Company or provided incurred by Executive during the time periods set forth in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement. All reimbursements shall be made on or before paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of Executive’s the taxable year following the taxable year in which the expense occurredwas incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) For purposes 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of Code the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A409A of the Code, Executive’s right to receive any installment the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall be treated as a right apply only to receive a series the extent required to avoid Executive’s incurrence of separate and distinct payments. Whenever a any tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement specifies a payment period with reference to a number would constitute an impermissible acceleration of days (e.g.payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, “payment such payments shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion no earlier than at such times allowed under Section 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, service and (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” 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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply with or, be in compliance therewith. Severance benefits under the Agreement are intended to the extent possible, be exempt from Section 409A of under the Code“short-term deferral” exception, to the maximum extent applicable, and then under the regulations and guidance promulgated thereunder “separation pay” exception, to the maximum extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in applicable. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.409A; provided that amounts are paid in accordance with the terms set forth herein. (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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” ” (c) If the Executive is deemed a Specified Employee, within the meaning of Section 409A, on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a his “separation from service,” if no exemption or exclusion as defined in Treasury Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409 (A) is determined to apply, such payment or benefit 409A shall not be made or provided until paid on the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of 6) months following such “separation from service” of Executive, and (ii) or the date of Executive’s death death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Section 409A. (d) To the “Delay Period”). Upon the expiration of the Delay Period, all payments and extent that reimbursements or other in-kind benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified constitute “nonqualified deferred compensation” for them herein. (c) With regard to any provision herein that provides for reimbursement purposes of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iiiii) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (de) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, offset by any other amount unless provided otherwise herein.permitted by Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that Although the Company does not guarantee the particular tax treatment of the Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this Agreement is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and this Agreement shall be limited, construed and interpreted to comply in accordance with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on Executive under Code you by Section 409A of the Code or any damages for failing to comply with Code Section 409A.409A of the Code. (b) To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a “409A Covered Award”), the following provisions shall apply: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement a 409A Covered Award providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of the Participant’s employment unless such termination is also a “separation Separation from serviceService” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreementthe 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean “separation Separation from service.” If Executive Service. Notwithstanding any provision to the contrary in this Agreement, if the Participant is deemed on the date of the Participant’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A(a)(2)(B)409A, then with regard to any such payment or under a 409A Covered Award, to the provision extent required to be delayed in compliance with Section 409A(a)(2)(B) of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applythe Code, such payment or benefit shall not be made or provided until the date which is prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation the Participant’s Separation from service” of ExecutiveService, and (ii) the date of Executivethe Participant’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all All payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayparagraph 9(b)(i) shall be paid or reimbursed to the Participant on the first business day of the seventh month following the expiration date of the Delay Period to Executive in a lump sum with interest at Participant’s Separation from Service or, if earlier, on the prime rate during date of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinParticipant’s death. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement a 409A Covered Award specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) clause (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 on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided otherwise hereinduring any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

Code Section 409A. Notwithstanding anything to i. The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes compliance therewith or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for exempt therefrom. For purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. ii. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, unless for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. iii. All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code 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 your taxable year following the taxable year in which the expense occurred.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed 409A. Notwithstanding any other payment schedule provided herein to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A andcontrary, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under Section 1 that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement . A termination of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits employment shall not be subject deemed to liquidation have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or exchange for another benefit, benefits that constitute “nonqualified deferred compensation” (iiwithin the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the amount meaning of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because 409A and, for purposes of any such expenses are subject provision of this Agreement, references to a limit related to the period the arrangement is in effect and (iii) such payments “termination,” “termination of employment” or like terms shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurredmean “separation from service. (d) ” For purposes of Code Section 409A, Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a payment period with reference result of Executive’s termination of employment are subject to Executive’s execution and delivery of a number Release, (A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of days the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (e.g.B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as “payment nonqualified deferred compensation” (within the meaning of Section 409A) shall be made within thirty (30in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 31 days following the date of termination”Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the actual date that is 55 days following the date of payment Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the specified period meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be within paid in a lump sum on the sole discretion first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to clause (B) of this Section 1(d), on the Companyfirst payroll period to occur in the subsequent taxable year, unless provided otherwise hereinif later.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree Employee acknowledges and agrees that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for does not guarantee the tax treatment or tax consequences associated with any additional taxpayment or benefit arising under this Agreement, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing including but not limited to comply with consequences related to Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision In the event that the payments or benefits set forth in Section 2 of this Agreement providing for the payment of any amounts or benefits considered constitute “nonqualified non-qualified deferred compensation” under subject to Code Section 409A upon 409A, then the following conditions apply to such payments or following a benefits: (i) Any termination of Employee’s employment unless such termination is also triggering payments or benefits under Section 2 must constitute a “separation from service” within under Section 409A(a)(2)(A)(i) of the meaning Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Employee’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Employee to the Company at the time Employee’s employment terminates), any such payments under Section 2 that constitute deferred compensation under Code Section 409A and, for shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(b) shall not cause any forfeiture of benefits on Employee’s part, but shall only act as a delay until such provision of this Agreement, references to time as a “termination,” “termination of employment” or like terms shall mean “separation from service” occurs.” If Executive is deemed (ii) Notwithstanding any other provision with respect to the timing of payments under Section 2 if, on the date of termination of Employee’s employment, Employee is deemed to be a “specified employee” of the Company (within the meaning of that term under Code Section 409A(a)(2)(B409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with regard the requirements of Code Section 409A, any payments to any payment or the provision of any benefit that is considered nonqualified deferred compensation which Employee may become entitled under Section 2 which are subject to Code Section 409A payable on account of a “separation (and not otherwise exempt from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delayits application) shall be paid or reimbursed on withheld until the first (1st) business day of the seventh (7th) month following the expiration termination of the Delay Period to Executive in a lump sum with interest Employee’s employment, at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement which time Employee shall be paid an aggregate amount equal to the accumulated, but unpaid, payments or provided in accordance with benefits otherwise due to Employee under the normal payment dates and in the normal payment forms specified for them hereinterms of Section 2. (c) With regard to any provision herein It is intended that provides for reimbursement each installment of costs the payments and expenses or in-kind benefits, except as permitted by Code benefits provided under Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount 2 of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a separate “payment” for purposes of Code Section 409A. Neither the Company nor Employee shall have the right to receive a series accelerate or defer the delivery of separate and distinct payments. Whenever a payment under any such payments or benefits except to the extent specifically permitted or required by Code Section 409A. Notwithstanding any other provision of this Agreement specifies a payment period with reference to a number of days (e.g.the contrary, “payment this Agreement shall be made within thirty (30) days following interpreted and at all times administered in a manner that avoids the date inclusion of termination”)compensation in income under Code Section 409A, the actual date of payment within the specified period shall or liability for increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this Agreement to be within the sole discretion of the Company, unless provided otherwise herein.in compliance with Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties Parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach If any provision of this Agreement by contravenes Code Section 409A or would cause the CompanyExecutive to be subject to additional taxes, interest or penalties under Code Section 409A the Executive and the Company shall discuss in good faith modifications to this Agreement in order to mitigate or eliminate such taxes, interest or penalties. In making such modifications the Company and the Executive shall reasonably attempt to maintain the original intent of the applicable provision without contravening the provisions of Code Section 409A to the maximum extent practicable. In no event whatsoever will the Company be liable for any additional tax, interest interest, or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” 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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b13.11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate during the Delay Periodrate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in any other provision of this Agreement: (a) The parties agree , it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be interpreted provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of Code Section 409A to comply with or, to avoid the extent possible, be exempt from unfavorable tax consequences provided therein for noncompliance. If Employee is a “specified employee” (as defined in Section 409A of the Code) and any of the Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, and the regulations and guidance promulgated thereunder to balance of the extent applicable (collectively “Code Section 409A”), and all provisions payments shall be made as otherwise scheduled. For purposes of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the CompanyAgreement, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not will be deemed read to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also mean a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (6)-month period measured from the date of such “separation from service” of Executive, and (ii36) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them hereinmonth period. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Delay_ Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to It is the contrary contained in this Agreement: (a) The parties agree that intent of this Agreement shall be interpreted to either meet an exception from or to comply with or, to the extent possible, be exempt from requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder to (collectively, the extent applicable (collectively “Code Section 409ACode”), and all provisions any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall be construed in mean the date of a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A(a)(2)(A)(i). If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A that would otherwise have been payable on account of under this Agreement as a “result of, and within the first six (6) months following, the Executive’s "separation from service,” if no exemption or exclusion from " and not by reason of another event under Section 409 (A) is determined to apply409A(a)(2)(A), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the will become payable six (6)-month period measured from 6) months and one (1) day following the date of such “the Executive’s separation from service” of Executiveservice or, and (ii) if earlier, the date of Executive’s death (the death. Any such “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits nonqualified deferred compensation” shall not be subject to liquidation anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or exchange borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for another benefitany additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, (ii) which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect additional tax and interest penalty payable by the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Executive on account of the violation of 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 409A. Such payment shall be made on or before by the last day Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the expense occurred. (d) For purposes Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of Code Section 409Athe Executive, Executive’s right to receive any installment as the Company determines is necessary or advisable so that payments made pursuant to this Agreement shall be treated as a right agreement will not result in additional taxation of the Executive pursuant to receive a series the provisions of separate and distinct paymentsSection 409A of the Code. Whenever a payment The Executive agrees that he will not withhold his consent under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following Section 20 if the date of termination”), proposed amendment does not materially adversely affect the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinExecutive’s rights under this agreement.

Code Section 409A. Notwithstanding anything If and to the contrary contained in this Agreement: (a) The parties agree extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement shall be interpreted to comply with orand the Award shall, to the extent possiblepracticable, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except accordance therewith. Notwithstanding any provision to the extent attributable to a breach of this Agreement by the Company, contrary in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive if the Participant is deemed on the date of termination his or her “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from that is required to be delayed pursuant to Code Section 409 409A(a)(2)(B) (A) is determined after taking into account any applicable exceptions to applysuch requirement), such payment or benefit shall not be made or provided until on the date which that is the earlier of (i) the expiration of the six (6)-month month period measured from the date of such the Participant’s “separation from service” of Executive(with such payments to be made during the seventh month following the “separation from service”, and or, if earlier, (ii) the date of Executivethe Participant’s death death, or otherwise permitted under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 24 shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive Participant in a lump sum with interest at the prime rate during the Delay Period, and sum. Notwithstanding any remaining payments and benefits due under provision of this Agreement shall be paid or provided in accordance with to the normal payment dates and in the normal payment forms specified contrary, for them herein. (c) With regard to purposes of any provision herein that provides of this Agreement providing for reimbursement the payment of costs and expenses any amounts or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement benefits upon or in-kind benefits shall not be subject to liquidation or exchange following a termination of employment constituting deferred compensation for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executivereferences to the Participant’s right to receive any installment payments pursuant to this Agreement “termination of employment” (and corollary terms) with the Company shall be treated as a right construed to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference refer to a number of days the Participant’s “separation from service” (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within meaning of Treas. Reg. Section 1.409A-1(h)) with the sole discretion of Company. In the event that the Award, this Agreement, or the Plan is deemed not to comply with Code Section 409A, then neither the Company, unless provided otherwise hereinthe Board of Directors, the Committee, nor its designees or agents will be responsible to the Participant or any person for actions, decisions, or determinations made in good faith.

Code Section 409A. Notwithstanding anything The intent of the parties is that payments (including settlements) and benefits under the Agreement are exempt from or comply with Section 409A to the contrary contained in this Agreement: (a) The parties agree that this extent subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered to comply with orbe in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder required to the extent applicable (collectively “Code avoid accelerated taxation and/or tax penalties under Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment Grantee shall not be deemed considered to have occurred separated from service with the Company for purposes of any provision the Agreement and no payment shall be due to the Grantee under the Agreement on account of this Agreement providing for a separation from service until the payment of any amounts or benefits Grantee would be considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also to have incurred a “separation from service” from the Company within the meaning of Code Section 409A. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A, such payment, under the Agreement or provided until the date which is the earlier of (i) the expiration any other agreement of the six (6)-month period measured from the date of such “separation from service” of ExecutiveCompany, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed made on the first business day after the date that is six (6) months following the expiration of the Delay Period such separation from service (or death, if earlier). Each amount to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due be paid or benefit to be provided under this Agreement shall be paid construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or provided in accordance with all of the normal payment dates and payments described in the normal payment forms specified for them herein. (c) With regard Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any provision herein that provides such payment. The Grantee shall be solely responsible for reimbursement the payment of costs any taxes and expenses or in-kind benefitspenalties incurred under Section 409A. For purposes of making a payment under the Agreement, except if any amount is payable as permitted by Code a result of a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to event must also constitute a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred409A CIC. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the CodeInternal Revenue Code of 1986, and as amended (together with the regulations and guidance promulgated thereunder to the extent applicable (collectively thereunder, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the requirements for avoiding taxes or penalties under maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with by 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 considered “nonqualified constituting deferred compensation” compensation under Code Section 409A upon or following a termination of employment unless such termination of employment 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 “termination,” “termination of employment” employment or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b9(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and All expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that reimbursements under this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments Agreement shall be made on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by the expense occurredExecutive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty sixty (3060) days following the date of terminationdays”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein. (e) In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement that constitute deferred compensation shall be interpreted to comply with exempt from, or, to the extent if that is not possible, be exempt from then shall comply with, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”), and all provisions of and, accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in such intent. In no event whatsoever will shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered “nonqualified benefit that constitutes deferred compensation” under Code Section 409A compensation upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination Termination Date 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 considered nonqualified deferred compensation under subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, the Executive and (ii) the date of the Executive’s death (death, to the “Delay Period”). extent required under Code Section 409A. Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits delayed pursuant to this Section 12.7(b11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein To the extent that provides for reimbursement of costs and expenses reimbursements or other in-kind benefits, except as permitted by benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits provided during in any taxable year shall not in any way affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted and the amounts payable hereunder are intended to qualify for an exemption from, or alternatively to comply with orthe requirements of, to the extent possible, be exempt from Section 409A of the Code, and shall be interpreted in accordance with such intent. Notwithstanding the regulations and guidance promulgated thereunder foregoing, to the extent applicable (collectively “Code any amount payable hereunder is subject to taxes, penalties or interest under Section 409A”)409A of the Code, and all provisions of this Agreement the Executive shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be solely liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts such taxes, penalties or benefits considered interest. (b) The payment of each amount payable under the Agreement shall be deemed a separate “nonqualified deferred compensationpayment” under Code for purposes of Section 409A upon or of the Code. (c) With respect to any amount payable hereunder that is subject to Section 409A of the Code, the following a provisions shall apply: (i) For any such amount that is payable on the Executive’s termination of employment unless such employment, references to the Executive’s termination is also a of employment, Date of Termination and other similar terms shall mean the Executive’s “separation from service” (or the date thereof) as defined in Section 1.409A-1(h) of the U.S. Treasury Regulations, as amended, applying the default terms thereof; (ii) For any such amount that is payable on account of the Executive’s termination of employment occurring at a time when the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code), if the payment of such amount would otherwise occur within the meaning first six months following the Executive’s Date of Code Section 409A andTermination, for purposes then the payment of any such provision amount shall be delayed without interest until, and paid in a lump sum together with all other such delayed amounts on, the earlier of this Agreement, references to a “termination,” “termination (x) the date which is six months and one day following the Executive’s Date of employment” or like terms shall mean “separation from service.” If Executive is deemed on Termination and (y) the date of termination to be the Executive’s death. The determination of whether the Executive is a “specified employee” within the meaning of Section 409A of the Code as of his Date of Termination shall be determined by the Company under procedures adopted by the Company; and (iii) For any such amount that term under Code is a reimbursement of expenses incurred or an in-kind benefit (within the meaning of Section 409A(a)(2)(B409A of the Code), then with regard to any payment the reimbursement or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or in-kind benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement requirements of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except interpreted to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code exempt from Section 409A or any damages for failing to comply with Code Section 409A. (b) in compliance therewith, as applicable. 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 are considered “nonqualified deferred compensation” compensation under Code Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this AgreementAgreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or All reimbursements as provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) herein shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with the normal payment dates and Company’s policies in the normal payment forms specified for them herein. (c) With regard effect from time to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitstime, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided but in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments event shall be made on or before prior to the last day of Executive’s the taxable year following the taxable year in which such expenses were incurred by you. Notwithstanding any other section of this Agreement, if you are a "Specified Employee" at the expense occurred. time of your Separation from Service, payments or distribution of property to you provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (d) For purposes of Code as defined in Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement ) shall be treated as a right to receive a series deferred until the six month anniversary of separate such Separation from Service and distinct payments. Whenever a payment under this Agreement specifies a payment all such amounts that would have been paid during such period with reference to a number of days (e.g., “payment but for the deferral shall be made within thirty (30) days following paid immediately upon the date six month anniversary of termination”such Separation from Service to the extent required in order to comply with Section 409A and Treas. Reg. Section 1.409A-3(i)(2), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to It is the contrary contained in this Agreement: (a) The parties agree that intent of this Agreement shall be interpreted to either meet an exception from or to comply with or, to the extent possible, be exempt from requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder to (collectively, the extent applicable (collectively “Code Section 409ACode”), and all provisions any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall be construed in mean the date of a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A(a)(2)(A)(i). If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A that would otherwise have been payable on account of under this Agreement as a “result of, and within the first six (6) months following, the Executive’s "separation from service,” if no exemption or exclusion from " and not by reason of another event under Section 409 (A) is determined to apply409A(a)(2)(A), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the will become payable six (6)-month period measured from 6) months and one (1) day following the date of such “the Executive’s separation from service” of Executiveservice or, and (ii) if earlier, the date of Executive’s death (the death. Any such “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits nonqualified deferred compensation” shall not be subject to liquidation anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or exchange borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for another benefitany additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, (ii) which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect additional tax and interest penalty payable by the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Executive on account of the violation of 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 409A. Such payment shall be made on or before by the last day Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the expense occurred. (d) For purposes Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of Code Section 409Athe Executive, Executive’s right to receive any installment as the Company determines is necessary or advisable so that payments made pursuant to this Agreement shall be treated as a right agreement will not result in additional taxation of the Executive pursuant to receive a series the provisions of separate and distinct paymentsSection 409A of the Code. Whenever a payment The Executive agrees that she will not withhold her consent under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following Section 20 if the date of termination”), proposed amendment does not materially adversely affect the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinExecutive’s rights under this agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding any other provision herein, if Executive is deemed on the date of termination to be a “specified employeeSpecified Employee,” within the meaning of as that term under Code is defined in Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit under this Agreement that is considered nonqualified deferred compensation under Code Section 409A of the Code payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A of the Code as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date that is ten (10) days after the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent compliance therewith or exempt therefrom. If Employee notifies the Company (with the requirements for avoiding taxes or penalties under Code Section 409A. Except specificity as to the extent attributable to a breach reason therefor) that Employee believes that any provision of this Agreement by the Company(or of any award of compensation, in no event whatsoever will the Company be liable for including equity compensation or benefits) would cause Employee to incur any additional tax, tax or interest or penalties that may be imposed on Executive under Code Section 409A and the Company concurs with such belief or any damages for failing the Company independently makes such determination, the Company shall, after consulting with Employee, reform such provision to try to comply with Code Section 409A. (b) 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 Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of ExecutiveEmployee, and (iiB) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during as published in The Wall Street Journal on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) . With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of ExecutiveEmployee’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of compliance therewith. Notwithstanding any provision of this Agreement providing for to the payment contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Executive’s employment) (a “specified employee”), any payments or benefits that are considered non-qualified deferred compensation subject to Code Section 409A payable under this Agreement on account of a “separation from service” during the six (6) month period immediately following the separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s “separation from service” within the meaning of Code Section 409A or, if earlier, upon Executive’s death. 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. In no event may Executive, directly or indirectly, designate the calendar year of any amounts or benefits payment to be made under this Agreement that is considered “nonqualified deferred compensation” under Code Section 409A upon or following a . References to termination of employment unless such termination is also and similar terms in Paragraph 6 of this Agreement shall mean a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefits that are considered non-qualified deferred compensation subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, and service or (iiB) the date of Executive’s death (the “Delay Period”)death. Upon the expiration of the Delay Period, all payments and benefits delayed Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a right to receive a series of separate and distinct payments. Whenever substitute for a payment provided under this Agreement specifies a payment period another agreement with reference to a number of days (e.g.the Executive, “payment then the Severance Payment payable hereunder shall be made within thirty (30) days following paid at the date of termination”), same time and in the actual date of same form as such substituted payment within to the specified period shall be within the sole discretion extent required to comply with Section 409A of the Company, unless provided otherwise herein.Code. ​ ​ ​

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Section 409A of the Code (as defined in the Employment Agreement) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A 409A”), or any for damages for failing to comply with Code Section 409A. (b) 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts amount or benefits considered benefit that constitutes “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment employment, unless such termination is also a “separation from service” within the meaning of Code Section 409A 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on Notwithstanding any other provision of this Agreement to the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)contrary, then with regard to in no event shall any payment or the provision of any benefit under this Agreement that is considered constitutes “nonqualified deferred compensation under compensation” for purposes of Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined be subject to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have offset by any other amount unless otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment 409A. Any amounts payable under this Agreement specifies that are contingent on the execution or re-execution, as applicable, and non-revocation of this Agreement and involves a payment consideration time period with reference to a number of days (e.g.that begins in one calendar year and ends in the next calendar year, “payment shall will be made within thirty (30) days following paid as soon as practicable in the date of termination”)second calendar year even if the Executive executed or re-executed, as applicable, this Agreement and such release becomes irrevocable in the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinfirst calendar year.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree hereto intend that this Agreement shall all benefits and payments to be interpreted to comply with or, made to the extent possible, Participant hereunder will be exempt from provided or paid to him in compliance with all applicable provisions of Code Section 409A of and the Coderegulations issued thereunder, and the regulations rulings, notices and other guidance promulgated thereunder to issued by the extent applicable (collectively “Code Section 409A”)Internal Revenue Service interpreting the same, and all provisions of this Agreement shall be construed and administered in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to the extent attributable necessary to a breach comply with all applicable requirements of, and to avoid the imposition of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or and penalties that may be imposed on Executive under under, Code Section 409A in connection with, the benefits and payments to be provided or any damages for failing paid to comply with the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A. (b) A All payments to be made upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing may only be made upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment. (c) Any payments hereunder that qualify for the payment of any amounts "short-term deferral" exception or benefits considered “nonqualified deferred compensation” another exception under Code Section 409A upon shall be paid under the applicable exception. (d) Notwithstanding the foregoing or following anything to the contrary contained in any other provision of this Agreement, if the Participant is a termination "specified employee" at the time of employment unless such termination is also a “his "separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under hereunder designated as being subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit and this Subsection shall not be made or provided until the date which is the earlier of first business day after (i) the expiration of the six (6)-month period measured 6) months from the date of such “his separation from service” of Executive, and or (ii) if earlier, the date of Executive’s his death (the “Delay Period”"Delayed Payment Date"). Upon On the expiration Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of the Delay Period, all payments and benefits delayed pursuant to this the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a “specified employee” under Code Section 12.7(b) 409A, as determined by the Company (whether they would have otherwise been payable in a single sum or in installments in its delegate). The determination of "specified employees," including the absence number and identity of such delay) persons considered "specified employees" and identification date, shall be paid made by the Company (or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided its delegate) in accordance with the normal payment dates provisions of Sections 416(i) and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The Although the Company does not guarantee to Executive any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties agree that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed administered and interpreted to be in a manner consistent with compliance therewith. The parties agree to reasonably cooperate to take all further actions necessary to satisfy the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision providing of any benefit that is considered nonqualified deferred compensation under made subject to this Section 10(b), to the extent required to be delayed in compliance with Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply409A(a)(2)(B), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of such Executive’s “separation from service,” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) provision (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum on the first business day following the expiration end of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Executive shall be paid at the time provided by the Company’s applicable policies and customary practices, but in no event shall be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits to be provided during any taxable year shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits, benefits to be provided in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For In the event that any payment is determined to be payable to Executive under this Agreement or any other agreements and such payment is conditioned upon Executive’s executing and delivering (and not thereafter revoking) a release of claims, then if the period during which Executive is entitled to consider the release of claims (and to revoke the release, if applicable) spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (i) the end of any revocation period (assuming that Executive does not revoke) or (ii) the first business day of the second calendar year (regardless of whether Executive used the full time period allowed for consideration), all as required for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable Code (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive Employee under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of ExecutiveEmployee, and (ii) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b9(a) (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 on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes of Code Section 409A, ExecutiveEmployee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree To extent that the Executive would otherwise be entitled to any payment or benefit under this Agreement shall be interpreted or any plan or arrangement of DST or its affiliates, that constitutes “deferred compensation” subject to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable Code (collectively “Code Section 409A”), ) and all provisions that if paid during the six months beginning on the date of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A Executive’s termination of employment shall not would be deemed subject to have occurred for purposes additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a “specified employee” (within the meaning of any provision Section 409A and as determined from time to time by the Compensation Committee of this Agreement providing for DST), the payment will be paid to the Executive on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of DST (within the meaning of Section 409A) or the Executive’s death. In addition, any amounts payment or benefits considered “nonqualified deferred compensation” under Code Section 409A benefit due upon or following a termination of employment unless such termination is also that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” within as defined in Treas. Reg. 1.409A-1(h). To the meaning of Code Section 409A andextent applicable, for purposes of any such provision of each severance payment made under this AgreementAgreement shall be deemed to be separate payments, references to a “termination,” “termination of employment” or like terms and amounts payable under this Agreement shall mean “separation from service.” If Executive is be deemed on the date of termination not to be a “specified employeedeferral of compensation” within subject to Section 409A to the meaning extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of that term under Code Section 409A(a)(2)(B)Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) this Agreement is determined to applybe subject to Section 409A, the amount of any such payment expenses eligible for reimbursement, or benefit shall not be made or provided until the date which is the earlier provision of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except as permitted by Code Section 409Afor any life-time or other aggregate limitation applicable to medical expenses), (i) in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefits shall not benefit be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from For purposes of Section 409A of the Code, and the regulations and other guidance promulgated thereunder to the extent applicable there under and any state law of similar effect (collectively “Code Section 409A”), and all provisions of each payment that is paid pursuant to this Agreement shall is hereby designated as a separate payment. Further, (i) no severance or benefits to be construed in a manner consistent with the requirements for avoiding taxes paid or penalties under Code Section 409A. Except provided to the extent attributable Executive, if any, pursuant to a breach of this Agreement by the Companythat, in no event whatsoever when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will the Company be liable for any additional tax, interest paid or penalties that may be imposed on otherwise provided until Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also has had a “separation from service” within the meaning of Code Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A andpursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the meaning of Section 409A, for purposes and (iii) in the case of (i) and (ii), any such provision of reference in this Agreement, references Agreement to a “termination,” or “termination of employment” or like terms any similar term shall be construed to mean a “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of Section 409A. The parties intend that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration 409A so that none of the Delay Period payments or benefits will be subject to Executive in a lump sum with interest at the prime rate during the Delay Periodadverse tax penalties imposed under Section 409A, and any remaining ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits due provided in connection with Executive’s termination under this Agreement shall be paid exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in accordance connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the normal time of his termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment dates or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date 6 months and 1 day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in the normal payment forms specified for them herein. (c) With regard to a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that provides for reimbursement of costs and expenses any reimbursements or in-kind benefits, except as permitted by Code benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the right to calendar year following the year in which the expense was incurred by Executive, (ii) shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing is intended to comply with Code Section 409A. (b) A 409A, or to qualify for an exemption thereunder, and shall be construed and administered in a manner which does not result in additional tax or interest to Employee under Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this 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. For purposes of Code Section 409A, 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 not only be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A made upon or following a termination of employment unless such termination is also a “separation from service” as defined under Code Section 409A. If Employee is a “specified employee” (within the meaning of Code Section 409A and, for purposes of 409A(a)(2)(B) or any such successor provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(Bthereto), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A payable on account as deferred compensation and is due upon or as a result of a Employee’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to applynotwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Code Section 409A, until the date which is the earlier of (iA) the expiration of the six (6)-month 6)‐month period measured from the date of such “separation from service,” of Executive, and (iiB) the date of ExecutiveEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive Employee in a lump sum with interest at the prime rate during the Delay Periodlump‐sum, and any remaining payments and benefits benefit due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. in this Agreement. To the extent that payments and benefits under this Agreement are deferred compensation subject to Code Section 409A and are contingent upon Employee’s taking any employment‐related action, including without limitation execution (cand non‐revocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by Employee would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year. With regard respect to any provision herein that provides for reimbursement of costs and expenses taxable reimbursements or in-kind benefitsbenefits provided for under this Agreement or otherwise payable to Employee, except as permitted by Code Section 409A▇▇▇▇▇▇▇▇ (a) shall make all such reimbursements no later than Employee’s taxable year following the taxable year in which the expense was incurred, (ib) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitother benefits. Notwithstanding the foregoing, (ii) ▇▇▇▇▇▇▇▇ makes no representations that the amount of expenses eligible for reimbursement, or in-kind benefits, payments and benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period comply with reference to a number Code Section 409A and in no event shall ▇▇▇▇▇▇▇▇ be liable for all or any portion of days (e.g.any taxes, “payment shall penalties, interest or other expenses that may be made within thirty (30) days following the date incurred by Employee on account of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.non-compliance with Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of The Executive’s death (the “Delay Period”). Upon the expiration right to any series of the Delay Periodpayments, all payments and benefits delayed pursuant including without limitation taxable benefits, that are to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates under this Agreement and in the normal payment forms specified for them herein. (c) With regard that is eligible to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except be treated as permitted by Code Section 409A, (i) the a right to reimbursement or in-kind benefits shall a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii), including in particular but not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related limited to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement the series of benefits under Sections 6.1(I) through 6.1(O), shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under payments for purposes of Section 409A of the Code, including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation section 1.409A-1(b)(4). (B) Any provision of this Agreement specifies to the contrary notwithstanding, if the Executive is a Specified Employee on the date of a Separation from Service, any payment period with reference or benefit to be paid or provided pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and that is payable due to a number Separation from Service during the six month period following the Separation from Service shall not be paid before the date that is six months after the date of days Separation from Service (e.g.or, “payment if earlier, the date of death of the Executive) and shall instead be made within thirty (30) days accumulated and paid on the first day of the seventh month following the date of terminationthe Separation from Service (or, if earlier, within 14 days after the death of the Executive), in accordance with Treasury Regulation section 1.409A-3(i)(2)(ii). The preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit if and to the extent that such amount or benefit is not subject to Section 409A of the Code as a result of Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise. (C) If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, the Executive is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Executive shall be treated as a Specified Employee for purposes of Section 12(B) above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the actual date of payment within the specified period Executive shall be within treated as a Specified Employee for purposes of Section 12(B) above shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the sole discretion Board or Committee. The Executive hereby irrevocably (i) consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Agreement, and (ii) agrees that the Executive’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (iii) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Executive’s consent to such Different Identification Method or Different Election is not legally effective. (D) Any payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the CompanyCode (including without limitation the exclusion for certain welfare benefits under Treasury Regulation section 1.409A-1(a)(5), unless the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), and the exclusions for separation pay plans under Treasury Regulation section 1.409A-1(b)(9)), and/or are intended to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided otherwise hereinpursuant to this Agreement will be includible in the Executive’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Agreement shall be administered, interpreted and construed to carry out such intentions, and any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, any provision of this Agreement to the contrary notwithstanding, the Company does not represent, warrant or guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will not be includible in the Executive’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does the Company make any other representation, warranty or guaranty to the Executive as to the tax consequences of this Agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree hereto intend that this Agreement shall all benefits and payments to be interpreted to comply with or, made to the extent possible, Participant hereunder will be exempt from provided or paid to him in compliance with all applicable provisions of Code Section 409A of and the Coderegulations issued thereunder, and the regulations rulings, notices and other guidance promulgated thereunder to issued by the extent applicable (collectively “Code Section 409A”)Internal Revenue Service interpreting the same, and all provisions of this Agreement shall be construed and administered in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to the extent attributable necessary to a breach comply with all applicable requirements of, and to avoid the imposition of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or and penalties that may be imposed on Executive under under, Code Section 409A in connection with, the benefits and payments to be provided or any damages for failing paid to comply with the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A. (b) A All payments to be made upon a termination of employment shall not be deemed to have occurred for purposes of any provision of under this Agreement providing may only be made upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of a payment. (c) Any payments hereunder that qualify for the payment of any amounts "short-term deferral" exception or benefits considered “nonqualified deferred compensation” another exception under Code Section 409A upon shall be paid under the applicable exception. (d) Notwithstanding the foregoing or following anything to the contrary contained in any other provision of this Agreement, if the Participant is a termination "specified employee" at the time of employment unless such termination is also a “his "separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under hereunder designated as being subject to Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit and this Subsection shall not be made or provided until the date which is the earlier of first business day after (i) the expiration of the six (6)-month period measured 6) months from the date of such “his separation from service” of Executive, and or (ii) if earlier, the date of Executive’s his death (the “Delay Period”"Delayed Payment Date"). Upon On the expiration Delayed Payment Date, there shall be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to aggregate amount of the Delay Period, all payments and benefits delayed pursuant to this the preceding sentence. The term "specified employee" shall mean any individual who, at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate), is a specified employee under Code Section 12.7(b) 409A, as determined by the Company (whether they would have otherwise been payable in a single sum or in installments in its delegate). The determination of "specified employees," including the absence number and identity of such delay) persons considered "specified employees" and identification date, shall be paid made by the Company (or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided its delegate) in accordance with the normal payment dates provisions of sections 416(i) and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion 409A of the Company, unless provided otherwise hereinCode.

Code Section 409A. Notwithstanding anything This Agreement and the severance pay and other benefits provided hereunder are intended to comply with Code Section 409A to the contrary contained in extent applicable thereto. Notwithstanding any provision of this Agreement: (a) The parties agree that Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with or, to the extent possible, be exempt from Section 409A requirements of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of the Company does not represent or warrant that this Agreement shall be construed in a manner consistent will comply with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for failing any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to comply with indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. (b) A termination of employment shall not 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to have occurred for purposes be a deferral of any provision of this Agreement providing for compensation not exempt from the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning provisions of Code Section 409A and, and would be considered a payment upon a separation from service for purposes of any such provision of this AgreementCode Section 409A, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If and Executive is deemed on the date of termination determined to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit reimbursement, or portion thereof, shall not be made or provided delayed until the date which that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and ’s death or (ii) the date that is six months and one day following the date of the Termination of Executive’s death Employment (the “Delay Period”). Upon the expiration of the Delay Period, all the payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 14 shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement Section 14 shall be paid or provided payable in accordance with the normal their original payment dates and in the normal payment forms specified for them hereinschedule. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on the Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive's death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d)(ii) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” If Executive is deemed on (within the meaning of Code Section 409A) due under this Agreement as a result of Executive's termination of employment are subject to Executive's execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be a made to Executive that are conditioned on the Release Agreement and are treated as “specified employeenonqualified deferred compensation” (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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A409A) is determined to apply, such payment or benefit shall not be made or provided until in the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivelater taxable year, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits any such amounts that are delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d)(iv) shall be paid or reimbursed in a lump sum on the first business day payroll period to occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(c) after March 15 of the calendar year following the expiration of calendar year in which the Delay Period Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum with interest at on the prime rate during Applicable March 15 (or the Delay Period, first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments and benefits due under this Agreement the installments of the severance payment payable after the Applicable March 15 shall be paid or provided in accordance reduced by such excess (beginning with the normal payment dates installment first payable after the Applicable March 15 and in continuing with the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) next succeeding installment until the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because aggregate reduction equals such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) excess). For purposes of Code Section 409A, the Executive’s 's right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion that is considered non-qualified deferred compensation. To indicate your acceptance of the Company’s offer, unless please sign and date this letter in the space provided otherwise hereinbelow and return it to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ via email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or fax to (▇▇▇) ▇▇▇-▇▇▇▇. This offer will terminate if not accepted by you on or before September 28, 2012. Sincerely, Cerecor Inc. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer ACCEPTED AND AGREED: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, M.D., Ph.D. Date: September 28, 2012 Attachment 1. Adjunct Assistant Professor, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Medical School

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with compliance therewith. In the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be penalty is imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A.409A, the Company will indemnify you for those actual amounts. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified ‘‘non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Delay_ Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) clause (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 on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. 8

Code Section 409A. Notwithstanding anything to Payment of the contrary contained in this Agreement: (a) The parties agree that Performance Shares and this Agreement shall be interpreted are intended to comply with orwith, to the extent possible, or be exempt from from, Section 409A of the Code, and shall be administered and construed in accordance with such intent. Accordingly, the regulations and guidance promulgated thereunder Corporation shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that it determines is necessary or appropriate to ensure compliance with, or exemption from, Code Section 409A (provided that the Corporation shall choose the action that best preserves the value of payments provided to the extent applicable (collectively “Participant under this Agreement that is consistent with Code Section 409A”). In furtherance, and all provisions but not in limitation, of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, foregoing: (a) in no event whatsoever will may the Company Participant designate, directly or indirectly, the calendar year of any payment to be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.made hereunder; (b) A termination if at the time of employment shall not be deemed to have occurred for purposes the Participant’s separation from service, the Corporation determines that the Participant is a “specified employee” within the meaning of any provision Code Section 409A, payments, if any, hereunder that constitute a “deferral of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A and that would otherwise become due on account of such separation from service shall be delayed and all such delayed payments shall be paid in full upon or the earlier to occur of (i) a date during the thirty-day period commencing six months and one day following such separation from service and (ii) the date of the Participant’s death, provided that such delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); and (c) notwithstanding any other provision of this Agreement to the contrary, a termination or retirement of Participant's employment unless such termination is also hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning of Code Section 409A and, for purposes of with respect to any such provision of this Agreement, references to payments hereunder that constitute a “termination,deferral of compensation” “termination under Code Section 409A that become due on account of employment” or like terms shall mean “such separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) including the exceptions thereto and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in compliance therewith, and any payments hereunder shall be made upon an event and in a manner consistent that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the requirements for avoiding taxes or penalties maximum extent possible. For purposes of Section 409A, each installment payment provided under Code this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Except The Company shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A (or an exemption therefrom), provided, however, to the extent attributable that any provision hereof is modified, such modification shall be made in good faith and shall, to a breach the maximum extent reasonably possible, maintain the original intent and economic benefit to the Buzogany and the Company of this the applicable provision without violating the provisions of Section 409A. Notwithstanding anything in the Agreement by to the Companycontrary, in no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive Buzogany under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided to Buzogany in connection with his termination of employment shall not be deemed is determined to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered constitute “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive and Buzogany is deemed on the date of termination determined to be a “specified employee” within the meaning of that term under Code as defined in Section 409A(a)(2)(B409A(a)(2)(b)(i), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided paid until the first payroll date which is to occur following the earlier of (i) the expiration six-month anniversary of the six (6)-month period measured from the date of such “separation from service” of ExecutiveTermination Date or, and (ii) the date of Executiveif earlier, on Buzogany’s death (the “Delay PeriodSpecified Employee Payment Date”). Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) Specified Employee Payment Date shall be paid or reimbursed on the first business day following the expiration of the Delay Period (without interest) to Executive Buzogany in a lump sum with interest at on the prime rate during the Delay PeriodSpecified Employee Payment Date and thereafter, and any remaining payments and benefits due shall be paid without delay in accordance with their original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. following: (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the a)the amount of expenses eligible for reimbursement, or in-kind benefitsbenefits provided, provided during any taxable each calendar year shall cannot affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable calendar year, provided that this clause ; (iib) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments reimbursement of an eligible expense shall be made paid to Buzogany on or before the last day of Executive’s taxable the calendar year following the taxable calendar year in which the expense occurred. was incurred; and (dc) For purposes of Code Section 409A, Executive’s any right to receive any installment payments pursuant to reimbursements or in-kind benefits under this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for another benefit.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “"Code Section 409A”)") and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall will be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) compliance therewith. A termination of employment shall will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment that are considered "non-qualified deferred compensation" under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “"termination,” " “termination of employment” " or like terms shall will mean “"separation from service.” " If Executive is you are deemed on the date of termination to be a “"specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “"separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, " such payment or benefit shall not will be made or provided until at the date which is the earlier of (iA) the day after the expiration of the six (6)-month six-month period measured from the date of such “your "separation from service” of Executive, ," and (iiB) the date of Executive’s your death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall will be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall will be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) . For purposes pu1p0ses of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified non-qualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “‘termination,” “‘termination of employment” or like terms shall mean “separation from service.” If Executive is you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such your “separation from service” of Executive”, and (iiB) the date of Executive’s your death (the “Delay Delay_ Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding any other provision herein, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of ”, as that term under Code is defined in Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit under this Agreement that is considered nonqualified deferred compensation under Code Section 409A of the Code payable on account of a “separation from service,” if no exemption or exclusion and that is not exempt from Section 409 409A of the Code as involuntary separation pay or a short-term deferral (A) is determined to applyor otherwise), such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date that is ten (10) days after the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 7 (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodwithout interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to It is the contrary contained in this Agreement: (a) The parties agree that intent of this Agreement shall be interpreted to either meet an exception from or to comply with or, to the extent possible, be exempt from requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder to (collectively, the extent applicable (collectively “Code Section 409ACode”), and all provisions any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall be construed in mean the date of a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A(a)(2)(A)(i). If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A that would otherwise have been payable on account of under this Agreement as a “result of, and within the first six (6) months following, the Executive’s "separation from service,” if no exemption or exclusion from " and not by reason of another event under Section 409 (A) is determined to apply409A(a)(2)(A), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the will become payable six (6)-month period measured from 6) months and one (1) day following the date of such “the Executive’s separation from service” of Executiveservice or, and (ii) if earlier, the date of Executive’s death (the death. Any such “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits nonqualified deferred compensation” shall not be subject to liquidation anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or exchange borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for another benefitany additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, (ii) which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect additional tax and interest penalty payable by the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to Executive on account of the period the arrangement is in effect and (iii) such payments violation of section 409A. Such payment shall be made on or before by the last day Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the expense occurred. (d) For purposes Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of Code Section 409Athe Executive, Executive’s right to receive any installment as the Company determines is necessary or advisable so that payments made pursuant to this Agreement shall be treated as a right agreement will not result in additional taxation of the Executive pursuant to receive a series the provisions of separate and distinct paymentssection 409A of the code. Whenever a payment The Executive agrees that he will not withhold his consent under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following Section 20 if the date of termination”), proposed amendment does not materially adversely affect the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinExecutive’s rights under this agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (ai) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (bii) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under this Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which is the earlier of (i) the expiration of the six (6)- month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(g)(ii) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (iii) 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 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (iv) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” If Executive is deemed on (within the meaning of Code Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release Agreement, in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be a made to Executive that are conditioned on the Release Agreement and are treated as “specified employeenonqualified deferred compensation” (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 considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A409A) is determined to apply, such payment or benefit shall not be made or provided until in the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executivelater taxable year, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits any such amounts that are delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(g)(iv) shall be paid or reimbursed in a lump sum on the first business day payroll period to occur in the subsequent taxable year. (v) To the extent, if any, that the aggregate amount of the installments of the severance payment that would otherwise be paid pursuant to Section 1(f) after March 15 of the calendar year following the expiration of calendar year in which the Delay Period Separation occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Executive in a lump sum with interest at on the prime rate during Applicable March 15 (or the Delay Period, first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and any remaining payments and benefits due under this Agreement the installments of the severance payment payable after the Applicable March 15 shall be paid or provided in accordance reduced by such excess (beginning with the normal payment dates installment first payable after the Applicable March 15 and in continuing with the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) next succeeding installment until the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because aggregate reduction equals such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) excess). For purposes of Code Section 409A, Executive’s right to receive any installment payments payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a . (vi) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement specifies a payment period with reference that constitutes “deferred compensation” for purposes of Code Section 409A be subject to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, offset by any other amount unless provided otherwise herein.permitted by Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to either comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, ”) and the rules, regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) or be exempt from Code Section 409A, and all provisions of this Agreement shall be interpreted and construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except 409A to the maximum extent attributable to a breach of this Agreement by the Company, in permitted. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which that is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death death, to the extent required under Code Section 409A (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.this

Code Section 409A. Notwithstanding anything This Agreement and the award of Units hereunder are intended to comply with the contrary contained requirements of Code Section 409A, and shall at all times be interpreted, operated and administered in this Agreement: accordance with such intent. If payment of any amount that constitutes a deferral of compensation subject to Code Section 409A is triggered by a separation from service, which separation occurs while the Grantee is a “specified employee” (aas defined by Code Section 409A) The parties agree that of the Company, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Grantee’s estate following the Grantee’s death. “Termination of employment,” “resignation,” “retirement” or words of similar import, as used in this Agreement shall be interpreted mean, with respect to comply with or, any payments that constitute deferred compensation subject to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a Grantee’s “separation from service” as defined by Code Section 409A. If payment of any amount that constitutes a deferral of compensation subject to Code Section 409A is triggered by a Change in Control that is not a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A and, for purposes 1.409A-3(i)(5) of any such provision of this Agreement, references to the Treasury Regulations (a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B409A Change in Control”), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall will not be made or provided paid until the date which is the earlier earliest to occur of (i) the expiration date on which the payment would otherwise have been made in absence of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable Change in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefitControl, (ii) the amount of expenses eligible for reimbursementGrantee’s separation from service with the Company, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) a 409A Change in Control. Each installment that vests at a distinct RSU Vesting Date, and each pro rata portion of such payments an installment that ceases to be subject to a substantial risk of forfeiture in a given calendar year, shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For deemed to be a separate payment for purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, the Grantee shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following solely responsible for the date of termination”), the actual date of payment within the specified period shall be within the sole discretion tax consequences of the CompanyUnits, unless provided otherwise herein.and in no event shall the Company have any responsibility or liability if an award under the Plan is subject to and/or fails to comply with the requirements of Code Section 409A.

Code Section 409A. Notwithstanding anything to It is the contrary contained in this Agreement: (a) The parties agree that intent of this Agreement shall be interpreted to either meet an exception from or to comply with or, to the extent possible, be exempt from requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder to (collectively, the extent applicable (collectively “Code Section 409ACode”), and all provisions any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall be construed in mean the date of a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” 409A(a)(2)(A)(i). If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under subject to Code Section 409A that would otherwise have been payable on account of under this Agreement as a “result of, and within the first six (6) months following, the Executive’s "separation from service,” if no exemption or exclusion from " and not by reason of another event under Section 409 (A) is determined to apply409A(a)(2)(A), such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the will become payable six (6)-month period measured from 6) months and one (1) day following the date of such “the Executive’s separation from service” of Executiveservice or, and (ii) if earlier, the date of Executive’s death (the death. Any such “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits nonqualified deferred compensation” shall not be subject to liquidation anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or exchange borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. The Company agrees that it will pay, indemnify and hold the Executive harmless for another benefitany additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, (ii) which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect additional tax and interest penalty payable by the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Executive on account of the violation of 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 409A. Such payment shall be made on or before by the last day Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive’s taxable year next following the taxable year in which the expense occurred. (d) For purposes Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of Code Section 409Athe Executive, Executive’s right to receive any installment as the Company determines is necessary or advisable so that payments made pursuant to this Agreement shall be treated as a right will not result in additional taxation of the Executive pursuant to receive a series the provisions of separate and distinct paymentsSection 409A of the Code. Whenever a payment The Executive agrees that he will not withhold his consent under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following Section 20 if the date of termination”), proposed amendment does not materially adversely affect the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinExecutive’s rights under this Agreement.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) clause (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 on to the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, unless except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) compliance therewith. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “nonrenewal,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (cb) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (dc) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number that is considered nonqualified deferred compensation. In no event shall the timing of Executive’s execution of the General Release, directly or indirectly, result in Executive designating the calendar year of payment, and if Executive’s employment is terminated during the last sixty (60) days (e.g.of any calendar year, “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion no earlier than January 1 of the Companyfollowing calendar year. In no event whatsoever shall the Company be liable for any additional tax, unless provided otherwise herein.interest or penalty that may be imposed on Executive by Code Section 409A or any damages for failing to comply with Code Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary contained in this Agreement: (a) The parties agree that this Agreement requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to comply with or, Executive pursuant to the extent possible, this Agreement are also intended to be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder Code to the maximum extent applicable (collectively “Code Section 409A”possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and all provisions of for such purposes, each payment to Executive under this Agreement shall be construed in considered a manner consistent with separate payment. In the requirements for avoiding event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code Section 409A. Except (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent attributable to a breach of possible. To the extent any amounts under this Agreement are payable by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing reference to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” Executive’s “termination of employment” or like such term and similar terms shall mean “separation from service.” If Executive is be deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard refer to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if no exemption or exclusion Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from Section 409 service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration first day of the six (6)-month period measured from the date of such “seventh month following Executive’s separation from service” of Executive, service and (iiB) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Perioddeath, all payments and benefits delayed if such delay is legally required to comply with Section 409A. Any reimbursement payable to Executive pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid or provided to Executive within 30 days following receipt of such expense reports, but in accordance with no event later than the normal payment dates and last day of the calendar year following the calendar year in which Executive incurred the normal payment forms specified reimbursable expense. Any amount of expenses eligible for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses reimbursement, or in-kind benefitsbenefit provided, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits during a calendar year shall not be subject to liquidation or exchange for another benefit, (ii) affect the amount of expenses eligible for reimbursement, or in-kind benefitsbenefit to be provided, provided during any taxable year shall not affect the expenses eligible for reimbursement, other calendar year. The right to any reimbursement or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinliquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The intent of the parties agree is that payments and benefits under this Agreement shall be interpreted to comply with orwith, to the extent possible, or be exempt from from, Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “"Code Section 409A”)") and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will shall the Company be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under you by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment that are considered "non-qualified deferred compensation" under Code Section 409A unless such termination is also a “"separation from service” " within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “'termination,” “" 'termination of employment” " or like terms shall mean “"separation from service.” " If Executive is you are deemed on the date of termination to be a “"specified employee” " within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified non-qualified deferred compensation under Code Section 409A payable on account of a “"separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, " such payment or benefit shall not be made or provided until at the date which is the earlier of (iA) the expiration of the six (6)-month six-month period measured from the date of such “your "separation from service” of Executive", and (iiB) the date of Executive’s your death (the “"Delay Period”"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 19 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive you in a lump sum with interest at the prime rate during the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, benefits to be provided provided, in any other taxable year, provided that this the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s your taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise hereinthat is considered non-qualified deferred compensation.

Code Section 409A. Notwithstanding anything to The intent of the contrary contained in this Agreement: (a) The parties agree is that payments and benefits under this Agreement shall be interpreted to comply with or, to the extent possible, or otherwise be exempt from Internal Revenue Code Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively collectively, “Code Section 409A”)) and, and all provisions of accordingly, to the maximum extent permitted, this Agreement shall be construed interpreted to be either exempt from or in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in compliance therewith. In no event whatsoever will the Company shall Parent or Employer be liable for any additional tax, interest or penalties penalty that may be imposed on Executive under by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) A termination of employment shall not be deemed 409A. Notwithstanding any other payment schedule provided herein to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A andcontrary, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under Section 1 that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay1(d) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement . A termination of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits employment shall not be subject deemed to liquidation have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or exchange for another benefit, benefits that constitute “nonqualified deferred compensation” (iiwithin the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer within the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes meaning of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) 16.1 The parties agree that this Agreement shall be interpreted to comply with or, to the extent possible, or be exempt from Section 409A of the Code, Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. (b) 16.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment 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 “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) 15.2 (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 on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) 16.3 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) 16.4 For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.

Code Section 409A. Notwithstanding anything to the contrary contained in this Agreement: (a) The parties agree It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be interpreted modified to comply with or, to the extent possible, be exempt from Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any avoid such additional tax, penalty or interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing yet preserve (to comply with Code Section 409A.the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) A To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A (applying the default definition thereof) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination a separation from service (within the meaning of Code Section 409A, applying the default definition thereof) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation under compensation” within the meaning of Code Section 409A payable on account and which is paid as a result of a the Executive’s “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until prior to the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (iiB) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) clause (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 on to the first business day following the expiration of the Delay Period to Executive without interest in a lump sum with interest at the prime rate during the Delay Periodsum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. EMPLOYMENT AGREEMENT ▇▇▇▇▇▇▇▇ ▇. Prior, unless III (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided otherwise herein.during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred EMPLOYMENT AGREEMENT ▇▇▇▇▇▇▇▇ ▇. Prior, III

Code Section 409A. Notwithstanding anything (i) This Agreement is not intended to the contrary contained in this Agreement: (a) The parties agree that this Agreement shall be interpreted provide for any deferral of compensation subject to comply with or, to the extent possible, be exempt from Section 409A of the Code, and, accordingly, the termination benefits payable under Section 4(b), if any, shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the regulations fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance promulgated thereunder to issued thereunder. To the extent applicable (collectively “Code Section 409A”)applicable, and all provisions of this Agreement shall be construed interpreted in a manner consistent accordance with the requirements for avoiding taxes or penalties under Code Section 409A. Except to the extent attributable to a breach of this Agreement by the Company, in no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, any compensation or any damages for failing to comply with Code Section 409A. (b) A benefits payable under this Agreement that is designated under this Agreement as payable upon Executive’s 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 considered “nonqualified deferred compensation” under Code Section 409A payable only upon or following a termination of employment unless such termination is also a Executive’s “separation from service” with the Company within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to (a “termination,” “termination of employment” or like terms shall mean “separation Separation from serviceService”).” (ii) If Executive is deemed on the date of termination to be a “specified employee” within (as defined in Section 409A of the meaning of that term under Code Section 409A(a)(2)(BCode), then as determined by the Company in accordance with regard Section 409A of the Code, on the date of Executive’s Separation from Service, to any the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the provision of any benefit that is considered nonqualified Code, then such portion deferred compensation under Code pursuant to this Section 409A payable 10(o)(ii) shall be paid or distributed to Executive in a lump sum on account of a “separation from service,” if no exemption or exclusion from Section 409 (A) is determined to apply, such payment or benefit shall not be made or provided until the date which is the earlier of (iA) the expiration of the date that is six (6)-month period measured 6)-months following Executive’s Separation from the date of such “separation from service” of ExecutiveService, and (iiB) the date of Executive’s death or (C) the “Delay Period”). Upon the expiration earliest date as is permitted under Section 409A of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum with interest at the prime rate during the Delay Period, and any Code. Any remaining payments and benefits due under this the Agreement shall be paid or as otherwise provided in accordance with the normal payment dates and in the normal payment forms specified for them herein. (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided that this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, unless provided otherwise herein.