Common use of Code Section 409A Clause in Contracts

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this (i) This Agreement are is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be exempt from or 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 severance benefit is no longer subject to otherwise comply a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with the provisions of Code Section 409A to and any Treasury Regulations and other guidance issued thereunder. To the extent applicable. The Program and , this Agreement shall be administered and interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If Executive is a manner consistent with this intent. If “specified employee” (as defined in Section 409A of the Code), as determined by the Company determines in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that any the payments or benefits under this Agreement are subject to Code 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 fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent is required in order to avoid accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A and applicable guidance issued thereunder409A(a)(2)(B)(i) of the Code, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 9(p)(ii) shall instead be paid or distributed to Executive in a lump sum on the first business day after earlier of (A) the date that is six months (6)-months following Executive’s Separation from Service, (B) the Employeedate of Executive’s Termination death or (or upon C) the Employee’s death, if earlier)earliest date as is permitted under Section 409A of the Code. For purposes of Code Section 409A, to Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable: (i) all payments provided hereunder , this Agreement shall be treated interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a right to a series of separate manner that no payments and each separately identified amount to which the Employee is entitled payable under this Agreement shall be treated subject to an “additional tax” as a separate payment; (iidefined in Section 409A(a)(1)(B) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Employeelast day of Executive’s taxable year following the taxable year in which Termination Executive incurred the expenses. The amount of expenses reimbursed or Disability (as applicable) occurs in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in-kind benefits payable in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision taxable year of federalExecutive’s, state, local, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or exchange for any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from from, or to otherwise comply with with, Section 409A of the Code and the Treasury regulations and guidance issued thereunder (collectively, “Code Section 409A”). Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 25 will apply in order that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company and the Committee reserve the right, to the extent the Company or the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A (“409A Awarded Units”) may not be accelerated by the Company except to the extent applicablepermitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such 409A Awarded Units. The Program and In the case of any settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be made. Notwithstanding any other provision in this Agreement shall be administered and interpreted in Agreement, if the Participant is a manner consistent with this intent. If “specified employee” for purposes of Code Section 409A as of the Company determines that date of the Participant’s Termination of Service, then to the extent any payments amount payable under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements(i) constitutes the payment of nonqualified deferred compensation, within the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) is payable upon the term “as soon as administratively possible” means Participant’s Termination of Service for a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); reason other than death, and (iii) under the date terms of this Agreement would be payable prior to the six-month anniversary of the EmployeeParticipant’s Disability Termination of Service, such payment shall be determined by the Company in its sole discretion. Although this Agreement delayed and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable paid to the Employee Participant on the day that is six months and one day following the Participant’s Termination of Service or, if earlier, within ninety (or any other individual claiming a benefit through 90) days following the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Participant’s death.

Code Section 409A. Payments made pursuant to (a) If this Agreement are intended is subject to Section 409A of the Internal Revenue Code of 1986, as amended, it is the intent of the parties that this Agreement and all payments made hereunder shall be in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder. (b) Notwithstanding any other provision with respect to the timing of payments under Section 4(a), if, at the time of Executive’s termination, Executive is deemed to be exempt from a “specified employee” (meaning a key employee as defined in Section 416(i) of the Internal Revenue Code of 1986, as amended, without regard to paragraph 5 thereof) of the Company (or to otherwise comply with the provisions of Code Section 409A a Company affiliate), then to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject necessary to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, any payments to which Executive may become entitled under Section 4(a) which are subject to Code Section 409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the termination of the Executive’s employment, at which time the withheld payments shall be paid to Executive in a lump sum. (c) The Company and Executive agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance thereto. Executive hereby acknowledges and agrees that the Company does not represent makes no representations or warrant warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under the Agreement, including, without limitation, by operation of Code Section 409A, or any successor statute, regulation and guidance thereto. (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”), the actual date of payment within the specified period shall be within the sole discretion of the Company. (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 the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.otherwise.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Executive’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 8(a), shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each separately identified amount such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to which be exempt under the Employee two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is entitled made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that in an eligible expense must be made no event will extend beyond later than the later last day of calendar year following the end of the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable)expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes The Company makes no representation that any or all of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under described in this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result payment of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code and penalties incurred under Section 409A.

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to will be exempt from or to otherwise comply with the provisions applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder (“Code Section 409A to the extent applicable. The Program 409A”), and this Agreement shall will be administered and interpreted in a manner consistent with this intent. If that will preclude the Company determines that any payments imposition of additional taxes and interest imposed under this Agreement are subject to Code Section 409A and this 409A. This Agreement fails to comply with that section’s requirements, the Company may, at will be amended (as determined by the Company’s sole discretion, and without ) to the Employee’s consent, amend this Agreement to cause it extent necessary to comply with Code Section 409A or otherwise be exempt from 409A. In all cases, for purposes of compliance with Code Section 409A. To 409A, “termination of employment” will have the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)Code Section 409A. Further, notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Executive’s separation from service to be a “specified employee” within the meaning of Code Section 409A, and amounts that would otherwise if any of the payments upon separation from service set forth herein are deemed to be payable pursuant “deferred compensation,” then, to this Agreement during the extent required for compliance with Code Section 409A, such payments will not commence prior to the earliest of (i) the expiration of the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after measured from the date that is six months following of Executive’s separation from service with the Employee’s Termination (or upon the Employee’s deathCompany, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period date of time that in no event will extend beyond the later of the end of the EmployeeExecutive’s taxable year in which Termination death or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the such earlier date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of as permitted under Code Section 409A409A (hereinafter, the “Delayed Commencement Date”). On the Delayed Commencement Date, the Company does not represent or warrant that will pay all payments delayed pursuant to this Agreement or the paragraph to Executive in a lump sum, and any remaining payments due will be paid as otherwise provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States lawherein. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers No interest shall be due on any amounts so deferred. In no event whatsoever will Delcath be liable to the Employee (or any other individual claiming a benefit through the Employee) for any additional tax, interest, or penalties the Employee penalty that may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation be imposed on you by Code Section 409A or damages for failing to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to comply with Code Section 409A.

Code Section 409A. Payments made pursuant to this (a) This Agreement are is intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from of the Code (“Section 409A. To 409A”) and the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A final regulations and applicable interpretative guidance issued thereunder, including the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “exceptions for short-term deferrals, separation from service” as defined in Treasury Regulation §1.409A-1(h)pay arrangements, reimbursements, and amounts that would otherwise in-kind distributions, and shall be payable pursuant to administered accordingly. The Agreement shall be construed and interpreted with such intent. If any provision of this Agreement during needs to be revised to satisfy the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes requirements of Code Section 409A, then such provision shall be modified or restricted to the extent applicable: (i) all payments provided hereunder shall and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as a right to one of a series of separate payments for purposes of Section 409A and each separately identified amount Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Any reimbursement or similar payment required to which be paid to Executive hereunder (including, without limitation, reimbursement of medical expenses beyond the Employee is entitled under this Agreement 18-month period following Executive’s Separation from Service, as defined below) shall be treated paid by the Company no later than the latest date on which such payment may be made under Section 409A and applicable regulations without causing such payment to be deemed deferred compensation subject to Section 409A. (b) Notwithstanding any provision to the contrary, to the extent that Executive is considered a “specified employee” (as defined in Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a separate payment; payment during the six month period beginning on Executive’s date of Separation from Service (iias defined below) that is not otherwise excluded under Section 409A under the exception for short-term “as soon as administratively possible” means a period of time that in no event deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will extend beyond not be made to Executive until the later earlier of the end six month anniversary of Executive’s date of Separation from Service or Executive’s death and will be accumulated and paid on the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth first day of the third calendar seventh month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretiontermination. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements For purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and any reference to a termination of employment where such event gives rise to the Company and its Subsidiaries payment of deferred compensation shall have no obligation be deemed a reference to indemnify or otherwise protect the Employee a Separation from the obligation to pay any taxes pursuant to Code Section 409A.Service (as defined below).

Code Section 409A. Payments made pursuant to (a) It is intended that any amounts payable under this Agreement and the Company’s exercise of authority or discretion hereunder shall 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 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 imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. (b) Without limiting the generality of the foregoing, and notwithstanding any provision in this Agreement to the contrary, any payments made from the date of the Executive's termination of employment through March 15th of the calendar year following such termination, are intended to be exempt constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary separation from or service and payable pursuant to otherwise comply Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the provisions distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code. For purposes of the foregoing, if upon Executive's separation from service he is then a "specified employee" (within the meaning of Code Section 409A 409A), then to the extent applicable. The Program necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement shall be administered and interpreted in a manner consistent with this intentuntil the earlier of (i) the first business day of the seventh month following Executive's separation from service, or (ii) ten (10) days after the Company receives notification of Executive's death. If the Company determines that any other payments under this Agreement hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, then the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to Code the provisions of Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement409A(a)(1) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretionCode. Although this Agreement and the Any payments provided hereunder that are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe delayed as a result of compensation this Section 23(b) shall be paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.without interest.

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes The Company makes no representation that any or all of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under described in this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through the Employee) for payment under this Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and such event must also constitute a “change in ownership or effective control” of the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect a “change in the Employee from ownership of a substantial portion of the obligation to pay any taxes pursuant to Code assets” of the Company within the meaning of Section 409A.

Code Section 409A. Payments made pursuant to Notwithstanding any provision of this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant's termination of employment (other than as a result of death), and this Agreement the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be administered and interpreted in a manner consistent with this intent. If made to the Company determines that any payments Participant under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Employee’s Termination Participant's termination of employment (or upon the Employee’s death, if earlier“Delay Period”). For purposes of Code applying the provisions of Section 409A, to each group of the extent applicable: (i) all payments provided total Restricted Stock Units granted hereunder shall be treated as a right to a series of separate payments that would normally vest on the Initial Vesting Date and each separately identified amount to which anniversary of the Employee is entitled under this Agreement Initial Vesting Date thereafter shall be treated as a separate payment; . For purposes of this Agreement, to the extent the Restricted Stock Units (iior applicable portion thereof) are subject to the term provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as soon as administratively possibleused in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder under Section 409A. Restricted Stock Units are generally intended to be exempt from or Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to otherwise comply with preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or shall be interpreted and administered in accordance with the payments provided hereunder will comply with Code intent that the Participant not be subject to tax under Section 409A or any other provision of federal, state, local, or non-United States law. None of 409A. Neither the Company, any of its SubsidiariesSubsidiaries nor any other entity which is a Related Entity, or their respective directors, officers, employees or advisers shall be liable to the Employee any Participant (or any other individual claiming a benefit through the EmployeeParticipant) for any tax, interest, or penalties the Employee may Participant might owe as a result of compensation paid under this Agreementparticipation in the Plan, and the Company and Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Employee Participant from the obligation to pay any taxes pursuant to Code Section 409A.409A, unless otherwise specified.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to be exempt qualify for an exclusion from or to otherwise comply with the provisions of Code Section 409A of the Code and any related regulations or other pronouncements thereunder and, to the extent applicablenot excluded, to meet the requirements of Section 409A of the Code. The Program and Any payments made under Section 10 of this Agreement which are paid on or before the last day of the applicable period for the short-term deferral exclusion under Treasury Regulation § 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Any remaining payments under Section 10 are intended to qualify for the exclusion for separation pay plans under Treasury Regulation § 1.409A-1(b)(9). Each payment made under Section 10 shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred treated as a “separation from serviceseparate payment,” as defined in Treasury Regulation §1.409A-1(h§ 1.409A-2(b)(2), for purposes of Code Section 409A. Further, notwithstanding anything to the contrary, all severance payments payable under the provisions of Section 10 shall be paid to the Employee no later than the last day of the second calendar year following the calendar year in which occurs the date of the Employee’s termination of employment. None of the payments under this Agreement are intended to result in the inclusion in the Employee’s federal gross income on account of a failure under Section 409A(a)(1) of the Code. The parties intend to administer and amounts interpret this Agreement to carry out such intentions. However, the Employer does not represent, warrant or guarantee that would otherwise any payments that may be payable made pursuant to this Agreement during the six-month period immediately following will not result in inclusion in the Employee’s Termination gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including Retirementthe provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall instead be paid (or provided) as follows: if the Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the first business day after date of the Employee’s termination (the “Separation Date”), and if an exemption from the six month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment that is payable on account of the Employee’s termination shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Employee’s Termination (or upon the Employee’s deathSeparation Date or, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) on the date of the Employee’s Disability shall death. The amount of any payment that would otherwise be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable paid to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties during this period shall instead be paid to the Employee may owe as a result on the first day of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect first calendar month following the Employee from end of the obligation to pay any taxes pursuant to Code Section 409A.period.

Code Section 409A. Payments All 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 Code and any related regulations or other pronouncements thereunder (“Section 409A”) and, to the extent not excluded, to meet the requirements of Section 409A. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be exempt from or deemed “nonqualified deferred compensation” subject to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement shall may only be administered and interpreted in a manner consistent with this intent. If made upon the Executive’s “separation from service” from the Company determines that any (within the meaning of Section 409A, a “Separation from Service”). None of the payments under this Agreement are subject intended to Code result in the inclusion in Executive's federal gross income on account of a failure under Section 409A 409A(a)(1). The parties intend to administer and interpret this Agreement fails to comply with that section’s requirementscarry out such intentions. However, the Company maydoes not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive's gross income, or any penalty, pursuant to Section 409A(a)(1) or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1), the payment shall be paid (or provided) in accordance with the following: (a) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5 hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s Separation from Service if paying such amounts at the Company’s sole discretion, and without the Employee’s consent, amend time or times indicated in this Agreement to cause it to comply with Code would be a prohibited distribution under Section 409A or otherwise be exempt from Code Section 409A. To 409A(a)(2)(B)(i) of the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderCode. If the payment of any such amounts is delayed as a result of the previous sentence, then the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts amount of any payment that would otherwise be payable paid to the Executive during this period shall instead be paid to the Executive on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death). Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2), and any right to a series of installment payments pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments. (b) To the extent that any payments and each separately identified amount or reimbursements provided to which the Employee is entitled Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the paid or reimbursed reasonably promptly, but not later than December 31 of the end of year following the Employee’s taxable year in which Termination the expense was incurred. The amount of expenses or Disability (as applicable) occurs benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the fifteenth day of the third calendar month following Termination expenses or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company benefits eligible for reimbursement, payment or provision in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.calendar year.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program Parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Employee’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Employee’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 4, shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each separately identified amount payment that is made after the two-times pay exception ceases to which the be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Employee is entitled a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be treated as paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service or Employee’s death. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that in an eligible expense must be made no event will extend beyond later than the later last day of calendar year following the end of the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable)expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the from Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.affiliates.

Code Section 409A. Payments made This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement are intended to will be exempt from so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to otherwise discretion hereunder shall comply with the provisions of Code Section 409A so as not to subject the Executive to the extent applicable. The Program payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectiontriggered by the Executive’s requirements“termination of employment”, (i) “termination of employment” shall have the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)under Section 409A(a)(2)(A)(i) of the Code, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) in the term event the Executive is a “as soon as administratively possiblespecified employee” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) on the date of the EmployeeExecutive’s Disability shall be termination of employment (with such status determined by the Company in its sole discretion. Although this Agreement and accordance with rules established by the payments provided hereunder are intended Company in writing in advance of the “specified employee identification date” that relates to be exempt from the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to otherwise comply with the requirements of Code Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the Company does not represent or warrant that this Agreement or has made no representation to the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None Executive as to the tax treatment of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable compensation and benefits provided pursuant to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to and the Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or to otherwise comply with Section 409A of the provisions of Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A 409A”) so as not to subject the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that Executive to payment of any payments interest or additional tax imposed under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid accelerated taxation and/or such additional tax penalties under Code Section 409A and applicable guidance issued thereunderyet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Employee shall not be deemed to have had a Termination unless the Employee has incurred Executive is a “separation from servicespecified employee” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the extent applicable: Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) all payments provided hereunder shall be treated as a right to a series the date which is six (6) months after his termination of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; employment for any reason other than death, or (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death; provided the first such payment thereafter shall be determined by include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in its sole discretionsuch six-(6) month period in a trust that is in compliance with Rev. Proc. Although this Agreement and the payments provided hereunder are intended 92-64. Furthermore, with regard to any benefit to be exempt from or provided upon a termination of employment, to otherwise comply with the requirements of extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Company does not represent or warrant that therefor promptly after the end of such period. The provisions of this Agreement or Section 21 shall only apply if, and to the payments provided hereunder will extent, required to comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Performance Share Units are generally intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to as short-term deferrals and, accordingly, the extent applicable. The Program and terms of this Agreement shall be administered and interpreted in a manner consistent with this intentconstrued to preserve such exemption. If To the Company determines extent that any payments Performance Share Units granted under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes requirements of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that interpreted and administered in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply accordance with the requirements of Code intent that the Participant not be subject to tax under Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of 409A. Neither the Company, any of its Subsidiaries, or their respective directors, officers, employees or advisers Subsidiaries nor any entity which is a Related Entity shall be liable to the Employee any Participant (or any other individual claiming a benefit through the EmployeeParticipant) for any tax, interest, or penalties the Employee may Participant might owe as a result of compensation paid under this Agreementparticipation in the Plan, and the Company and Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Employee Participant from the obligation to pay any taxes pursuant to Code Section 409A.409A, unless otherwise specified.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Participant under the Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of payments described in the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and such event must also constitute a “change in ownership or effective control” of the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect a “change in the Employee from ownership of a substantial portion of the obligation to pay any taxes pursuant to Code assets” of the Company within the meaning of Section 409A.

Code Section 409A. Payments made pursuant to (i) The provisions of Section 5 of this Agreement are not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the severance payments payable under Sections 5(c)(ii) and (iii) and 5(e)(i), (ii) and (iii) shall be exempt from or paid in accordance with such provisions, but in no event later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to otherwise comply a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with the provisions of Code Section 409A to and any Treasury Regulations and other guidance issued thereunder. To the extent applicable. The Program and , this Agreement shall be administered and interpreted in a manner consistent accordance with this intent. Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. (ii) If the Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company determines in accordance with Section 409A of the Code, on the date of the Executive’s Separation from Service, to the extent that any the payments or benefits under this Agreement are subject to Code 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 fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent is required in order to avoid accelerated taxation and/or tax penalties a prohibited distribution under Code Section 409A and applicable guidance issued thereunder409A(a)(2)(B)(i) of the Code, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 9(p)(ii) shall instead be paid or distributed to Executive in a lump sum on the first business day after earlier of (A) the date that is six (6) months following Executive’s Separation from Service, (B) the Employeedate of Executive’s Termination death or (or upon C) the Employee’s death, if earlier)earliest date as is permitted under Section 409A of the Code. For purposes of Code Section 409A, to Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (iii) To the extent applicable: (i) all payments provided hereunder , this Agreement shall be treated interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Executive and the Company agree to amend this Agreement, or take such other actions as Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a right to a series of separate manner that no payments and each separately identified amount to which the Employee is entitled payable under this Agreement shall be treated subject to an “additional tax” as a separate payment; (iidefined in Section 409A(a)(1)(B) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Employeelast day of Executive’s taxable year following the taxable year in which Termination Executive incurred the expenses. The amount of expenses reimbursed or Disability (as applicable) occurs in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in-kind benefits payable in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision taxable year of federalExecutive’s, state, local, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or exchange for any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required applies, all references in this Agreement to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed termination of Executive’s employment are intended to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each separately identified amount such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to which be exempt under the Employee two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is entitled made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that in an eligible expense must be made no event will extend beyond later than the later last day of calendar year following the end of the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable)expense was incurred; and (iii) the date of the Employee’s Disability shall right to reimbursements or in-kind benefits cannot be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from liquidated or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or exchanged for any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the Company does not represent or warrant that "Code"), and any ambiguities herein will be so interpreted and this Agreement or will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the payments provided hereunder will comply with Code date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of compensation paid another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any 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, 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 additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the 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 Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments (including settlements) and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Grantee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a Termination unless separation from service until the Employee has Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of payments described in the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.such event must also constitute a 409A CIC.

Code Section 409A. Payments made pursuant to (a) The intent of the parties is that payments and benefits under this Agreement are intended to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and operated to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to otherwise comply with Code Section 409A. If Executive notifies the Company that Executive has received advice of tax counsel with expertise in Code Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Code Section 409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company and Executive shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A, provided that any such modifications shall not materially increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from 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) Executive shall have no right to designate the date of any payment hereunder. (c) Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent applicable. The Program required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be administered and interpreted paid or provided in a manner consistent accordance with this intent. If the Company determines that any payments normal payment dates specified for them herein. (d) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements under this Agreement are 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 right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A and this Agreement fails be subject to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with offset by any other amount unless otherwise permitted by Code Section 409A or otherwise be exempt from Code Section 409A. 409A. (f) To the extent required necessary to avoid accelerated taxation and/or tax penalties the imposition of additional tax, interest or penalty under Code Section 409A 409A, “termination,” “termination of employment,” “termination of Executive’s employment” and applicable guidance issued thereundersimilar terms, where used in this Agreement, shall mean the Employee shall not be deemed to have had a Termination unless the Employee has incurred occurrence of a “separation from service” as such term is defined in Treasury Regulation §Treas. Reg. § 1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination . (including Retirementg) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For Each payment of “deferred compensation” for purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under 409A contemplated by this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means , and a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); separately identified and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements determinable payment, for purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this This Agreement are intended to shall at all times be exempt from or to otherwise comply interpreted and operated in compliance with the provisions of Code Section 409A to of the extent applicableCode. The Program parties intend that the payments and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments benefits under this Agreement are subject to will qualify for any available exceptions from coverage under Code Section 409A and this Agreement fails to comply with that section’s requirements, shall be interpreted accordingly. Without limiting the Company may, at generality of the Company’s sole discretion, foregoing and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary, (i) with respect to comply with any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or otherwise be exempt from Code Section 409A. To the extent required other termination of Executive’s employment are intended to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a mean Executive’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to the extent applicable: (i) all a series of installment payments provided hereunder under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each separately identified amount payment that is made after the two-times pay exception ceases to which be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee” within the Employee is entitled meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s separation from service shall not be treated as paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate paymentlump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the term “as soon as administratively possible” means a period reimbursement of time that in an eligible expense must be made no event will extend beyond later than the later last day of calendar year following the end of the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable)expense was incurred; and (iii) the date right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, no provision of the Employee’s Disability this Agreement shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended interpreted or construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be exempt from or to otherwise comply in all respects with the provisions of Code Section 409A to of the extent applicable. The Program Code, and the Parties intend that the benefits and payments provided under this Agreement shall in all respects be administered exempt from, or comply with, the requirements of Section 409A of the Code. Accordingly, the Parties shall interpret and interpreted administer this Agreement in a manner consistent with this intentSection 409A of the Code and regulations and other guidance promulgated by the U.S. Internal Revenue Service (“IRS”) thereunder. If Any payments to the Company determines that any payments Executive under this Agreement are subject to which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of the Executive’s Separation from Service (the “Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Six-Month Waiting Period”) shall not be deemed made during the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to have had a Termination unless the Employee has incurred a “separation from service” as defined Severance Benefit provided for under this Agreement, in Treasury Regulation §1.409A-1(h)the event that the Section 409A Six-Month Waiting Period applies at the time that Severance Benefit payments are to be made, and amounts such payments that would otherwise be payable pursuant to this Agreement made during the sixSection 409A Six-month period immediately following the Employee’s Termination (including Retirement) Month Waiting Period shall instead be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the first business day after amount of each deferred payment at the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes U.S. short term applicable federal rate as of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by Separation from Service. Notwithstanding the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409Aforegoing, the Company does not represent shall in no event be obligated to indemnify the Executive for any taxes or warrant interest that this Agreement or may be assessed by the payments provided hereunder will comply with Code IRS pursuant to Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Code.

Code Section 409A. Payments It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any 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, 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 additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the 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 Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement are intended will not result in additional taxation of the Executive pursuant to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. 409A. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines Executive agrees that any payments he will not withhold his consent under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, 20 if the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant (a) To the extent that any of the terms and conditions contained herein which were modified by this amendment constitute an amendment or modification of the time or manner of payment under a non-qualified deferred compensation plan (as defined under Code Section 409A), then to the extent necessary under the transitional guidance under Internal Revenue Service Notice 2007-86, this Agreement are constitutes an amendment to, and a new election under, such deferred compensation plan, in order to properly modify the time or manner of payment consistent with such guidance. (b) It is intended to be exempt from or to otherwise that the Agreement shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject Employee to the extent applicable. The Program payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If these intentions, and to the Company determines extent that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A regulations or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties other guidance issued under Code Section 409A and applicable guidance issued thereunderwould result in the Employee being subject to payment of additional income taxes or interest under Code Section 409A, the Employee shall not be parties agree to amend the Agreement to maintain to the maximum extent practicable the original intent of the Agreement while avoiding the application of such taxes or interest under Code Section 409A. (c) Notwithstanding any provision in the Agreement to the contrary if, as of the effective date of Employee’s termination of employment, he is a “Specified Employee,” then, only to the extent required pursuant to Section 409A(a)(2)(B)(i), payments due under this Agreement which are deemed to have had be deferred compensation shall be subject to a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-six (6) month period immediately delay following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier)separation from service. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to the extent applicable: (i) all payments provided hereunder another plan or arrangement, shall be treated as a right deemed to a series of be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments which would occur during the six (6) month deferral period and each separately identified amount to which the Employee is entitled under this Agreement all other payments shall be treated unaffected. All delayed payments shall be accumulated and paid in a lump-sum catch-up payment as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end first day of the seventh-month following separation from service (or, if earlier, the date of death of the Employee’s taxable year ) with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in which Termination or Disability (as applicable) occurs or effect on the fifteenth first day of the third calendar such six-month following Termination or Disability (as applicable); and (iii) the date period. Any portion of the Employee’s Disability benefits hereunder that were not otherwise due to be paid during the six-month period following the termination shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable paid to the Employee (or any other individual claiming a benefit through in accordance with the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.payment schedule established herein.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement are intended to shall comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code, and this Agreement shall be administered construed and interpreted applied in a manner consistent with this intent. If In the Company determines that event any payments payment or benefit under this Agreement are subject is determined by the Company to be in the nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be mutually agreed between the parties to ensure that such payments remain exempt from or in compliance with the applicable provisions of Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the Company mayshort-term deferral exemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), at shall be delayed and paid or provided on the Companyearlier of (i) the date which is six months after the Executive’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” (as such term is defined in Treasury Regulation §1.409A-1(h)Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death. To the extent that any payment or benefit under this Agreement is modified by reason of this Section 19, it shall be determined by the Company modified in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply a manner that complies with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable and preserves to the Employee maximum possible extent the economic costs or value thereof (or any other individual claiming as applies) to the respective parties (determined on a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.pre-tax basis).

Code Section 409A. Payments made pursuant to It is the parties’ intention that payments under this Agreement are intended to ARTICLE 4 will be exempt from or to otherwise comply with the provisions requirements of Code Section 409A to of the extent applicableCode (“Section 409A”) because they are short term deferrals under Treas. The Program Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and this the Agreement shall be construed and administered and interpreted in a manner consistent with this such intent. If any payment is or becomes subject to the Company determines that requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments under this Agreement that are subject to Code the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A. All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and this Agreement fails any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to comply with be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s date of termination, no amount that section’s requirements, the Company may, at the Company’s sole discretion, and without constitutes a deferral of compensation that is payable on account of the Employee’s consentseparation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, amend if earlier, the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement Agreement, with respect to cause it to comply with Code payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or otherwise be exempt from Code Section 409A. To prior to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderexpiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be deemed entitled to have had a Termination unless any payments or benefits otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), that are conditioned on the release (and amounts that would otherwise be payable made in the earlier of such taxable years) shall be made in the later taxable year. Any payments that are delayed pursuant to this Agreement during the six-month period immediately following the Employee’s Termination Section (including Retirementii) shall instead be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day after in such later taxable year, or the date that payment is six months following otherwise due under the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes terms of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any 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, 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 additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the 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 Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement are intended will not result in additional taxation of the Executive pursuant to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. 409A. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines Executive agrees that any payments he will not withhold his consent under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, 20 if the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive's rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement are intended to will be exempt from so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to otherwise discretion hereunder shall comply with the provisions of Code Section 409A so as not to subject the Executive to the extent applicable. The Program payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectiontriggered by the Executive’s requirements“termination of employment”, (i) “termination of employment” shall have the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)under Section 409A(a)(2)(A)(i) of the Code, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) in the term event the Executive is a “as soon as administratively possiblespecified employee” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) on the date of the EmployeeExecutive’s Disability shall be termination of employment (with such status determined by the Company in its sole discretionaccordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment (to the extent subject to Section 409A) shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). Although The Executive acknowledges and agrees that the Company has made no representation to the Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that the payments provided hereunder are intended Executive is solely responsible for all taxes due with respect to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of such compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefits.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, ​ and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Grantee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Grantee under the Agreement on account of a Termination unless separation from service until the Employee has Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of payments described in the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under this AgreementSection 409A of the Code, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.such event must also constitute a 409A CIC.

Code Section 409A. Payments made This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any amounts that are subject to Section 409A, it is intended, and this Agreement are intended to will be exempt from so construed, that such amounts and the Company’s and the Executive’s exercise of authority or to otherwise discretion hereunder shall comply with the provisions of Code Section 409A so as not to subject the Executive to the extent applicable. The Program payment of interest and additional tax that may be imposed under Section 409A. For purposes of any payment in this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that sectiontriggered by the Executive’s requirements“termination of employment”, (i) “termination of employment” shall have the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a same meaning as “separation from service” as defined in Treasury Regulation §1.409A-1(h)under Section 409A(a)(2)(A)(i) of the Code, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) in the term event the Executive is a “as soon as administratively possiblespecified employee” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) on the date of the EmployeeExecutive’s Disability shall be termination of employment (with such status determined by the Company in its sole discretionaccordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of the Executive’s termination of employment or, if later, by December 31, 2008, or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). Although The Executive acknowledges and agrees that the Company has made no representation to the Executive as to the tax treatment of the compensation and benefits provided pursuant to this Agreement and that the payments provided hereunder are intended Executive is solely responsible for all taxes due with respect to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of such compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefits.

Code Section 409A. Payments made pursuant to It is the parties’ intention that payments under this Agreement are intended to ARTICLE 4 will be exempt from or to otherwise comply with the provisions requirements of Code Section 409A to of the extent applicableCode (“Section 409A”) because they are short term deferrals under Treas. The Program Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9) and this the Agreement shall be construed and administered and interpreted in a manner consistent with this such intent. If any payment is or becomes subject to the Company determines that requirements of Section 409A, the Agreement, as it relates to such payment, is intended to comply with the requirements of Section 409A. Further, any payments under this Agreement that are subject to Code the requirements of Section 409A may be accelerated or delayed only if and to the extent otherwise permitted under Section 409A. All payments to be made under the Agreement upon a termination of employment may only be made upon a “separation of service” as defined under Section 409A and this Agreement fails any “separation from service” shall be treated as a termination of employment. If the provision of a benefit or a payment is determined to comply with be subject to Section 409A, then, if Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s date of termination, no amount that section’s requirements, the Company may, at the Company’s sole discretion, and without constitutes a deferral of compensation that is payable on account of the Employee’s consentseparation from service shall be paid to Employee before the date that is the first day of the seventh month after Employee’s date of termination or, amend if earlier, the date of Employee’s death (the “delayed payment date”). All such withheld amounts will be accumulated and paid, without interest, on the delayed payment date. Notwithstanding anything to the contrary in this Agreement Agreement, with respect to cause it to comply with Code payments that are not exempt from Section 409A (if any) and are subject to the Employee’s execution and delivery of a release: (i) If the Employee fails to execute the release on or otherwise be exempt from Code Section 409A. To prior to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderexpiration date set forth in the release or timely revokes Employee’s acceptance of the release thereafter, the Employee shall not be deemed entitled to have had a Termination unless any payments or benefits otherwise conditioned on the release, and (ii) In any case where the employment termination date and the latest date the release revocation period could expire fall in two separate taxable years, any payments required to be made to the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), that are conditioned on the release (and amounts that would otherwise be payable made in the earlier of such taxable years) shall be made in the later taxable year. Any payments that are delayed pursuant to this Agreement during the six-month period immediately following the Employee’s Termination Section (including Retirementii) shall instead be paid in a lump sum on the latest of the date the Employee executes and does not revoke the release (and the applicable revocation period has expired), the first business day after in such later taxable year, or the date that payment is six months following otherwise due under the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes terms of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates. ​

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A The Committee shall to the extent applicable. The Program applicable interpret and construe this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretionCode Section 409A, and without to the Employee’s consent, extent required a Change in Control shall be limited to a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. without the Participant’s consent even if such amendment would have an adverse effect on this Agreement. To the extent required under Code Section 409A, in the case of any Participant who is specified employee, a distribution on account of a separation from service may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to avoid accelerated taxation and/or tax penalties the extent required by Code Section 409A with respect to an Agreement, the terms “separation from service” and “specified employee” all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Agreement as determined by the Committee. Furthermore, to the extent required under Code Section 409A, none of the Company, the Committee or Board shall have any discretion otherwise provided in the Plan or herein to the extent such discretion is prohibited under Code Section 409A and applicable guidance issued thereunderfor compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute as permitted under the Employee Plan or determine an event is or is not a Change in Control. Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a Termination termination of Participant’s employment unless the Employee has incurred such termination is also a “separation from service” as defined in Treasury Regulation §1.409A-1(h)within the meaning of 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” and amounts that would otherwise the date of such separation from service shall be payable pursuant the date of termination for purposes of any such payment or benefits. Notwithstanding the foregoing, none of the Company, any Affiliate or any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to the Participant with respect to this Agreement during under the six-month period immediately following Plan and the Employee’s Termination (administration of the Plan, including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (without limitation, any excise or upon the Employee’s death, if earlier). For purposes of penalty tax or interest under Code Section 409A, 409A. Participant is advised to the extent applicable: (i) all payments provided hereunder shall be treated as a right consult Participant’s tax advisor with respect to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements tax consequences of Code Section 409A, the Company does not represent or warrant that this Agreement or the and any payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.hereunder.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six- month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to The Parties intend that this Agreement are intended and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicableapplicable thereto. The Program and Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be administered interpreted and interpreted in a manner construed consistent with this intent. If , provided that the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed required to have had a Termination unless assume any increased economic burden in connection therewith. Although the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant Company intends to administer this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date so that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event it will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from from, or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or the payments provided hereunder will otherwise comply with Code Section 409A 409A, or any other provision provisions of federal, state, local, or non-United States lawlaws. None of Neither the Company, its Subsidiariesaffiliates, or nor their respective directors, officers, employees or advisers advisors shall be liable to the Employee ▇▇▇▇▇▇▇ (or any other individual claiming a benefit through the Employee▇▇▇▇▇▇▇) for any tax, interest, or penalties the Employee that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company Company, its affiliates and its Subsidiaries their respective directors, officers, employees or advisors shall have no obligation to indemnify indemnify, reimburse, or otherwise protect the Employee Quarles from the obligation to pay any taxes pursuant to Code Section 409A.409A or otherwise. Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to ▇▇▇▇▇▇▇ or any benefit hereunder is made upon, or as a result of ▇▇▇▇▇▇▇’ termination of employment, and ▇▇▇▇▇▇▇ is a “specified employee” (as that term is defined under Code Section 409A) at the time ▇▇▇▇▇▇▇ becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A, then no such payment or benefit shall be paid or commenced to be paid to ▇▇▇▇▇▇▇ under this Agreement until the date that is the earlier to occur of: (i) ▇▇▇▇▇▇▇’ death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which ▇▇▇▇▇▇▇ would otherwise have received during the Delay Period shall be payable to ▇▇▇▇▇▇▇ in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” as such term is defined under Code Section 409A. Any reimbursements by the Company to ▇▇▇▇▇▇▇ of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or before the last day of ▇▇▇▇▇▇▇’ taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to ▇▇▇▇▇▇▇ under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to comply with Section 409A of the Code and any ambiguous provisions will be construed in a manner that is compliant with or exempt from or to otherwise comply with the provisions application of Code Section 409A of the Code. If a provision of the Agreement would result in the imposition of earlier or additional taxes under Section 409A of the Code, the parties agree that such provision shall be reformed to avoid imposition of such taxes. For purposes of Section 409A of the extent applicable. The Program and Code, each payment or amount due under this Agreement shall be administered considered a separate payment, and interpreted in Executive’s entitlement to a manner consistent with this intent. If the Company determines that any series of payments under this Agreement are subject is to Code Section 409A be treated as an entitlement to a series of separate payments and this Agreement fails to comply with that section“termination of employment” shall mean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Section 1.409A-1(h) of the Final Treasury Regulation §1.409A-1(hRegulations promulgated under Section 409A of the Code, including the default presumptions thereof. If (i) Executive is a “specified employee,” as such term is defined in Section 409A of the Code and determined as described below in this Section 7(j), and amounts that would otherwise be payable pursuant to (ii) any payment due under this Agreement during is subject to Section 409A of the six-month period immediately following Code and is required to be delayed under Section 409A of the Employee’s Termination (including Retirement) Code, that payment shall instead be paid on the earliest of (A) the first business day after the date that is six months following after Executive’s separation from service, (B) the Employeedate of Executive’s Termination death or (or upon C) the Employeedate that otherwise complies with the requirements of Section 409A of the Code. This Section 7(j) shall be applied by accumulating all payments that otherwise would have been paid within six months of Executive’s death, if earlier)separation from service and paying such accumulated amounts on the earliest business day which complies with the requirements of Section 409A of the Code. For purposes of Code determining the identity of specified employees, the Board may establish procedures as it deems appropriate in accordance with Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later 409A of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Code.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a Performance Share Award (2020) benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §1.409A-1(hTreas. Reg. Section 1. 409A-I(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately within six (6) months following the date of Employee’s Termination (including Retirement) termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day after of the seventh month following the date that is six months following the on which Employee’s Termination (or employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement the Award to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this ​ Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Participant shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Participant under the Agreement on account of a Termination unless separation from service until the Employee has Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be 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 amounts that such payment would otherwise result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under the Agreement or any other agreement of the Company, shall be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of payments described in the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be liable to solely responsible for the Employee (or payment of any other individual claiming taxes and penalties incurred under Section 409A. For purposes of making a benefit through payment under the Employee) for Agreement, if any tax, interest, or penalties the Employee may owe amount is payable as a result of compensation paid under this Agreementa Substantial Corporate Change, and such event must also constitute a “change in ownership or effective control” of the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect a “change in the Employee from ownership of a substantial portion of the obligation to pay any taxes pursuant to Code assets” of the Company within the meaning of Section 409A.

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that this Agreement are intended and any payment made hereunder shall be exempt from or comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). In the event any provision of this Agreement relating to payment of the Severance would cause the Severance payment to fail to be exempt from or to otherwise comply with the provisions of satisfy Code Section 409A to the extent applicable. The Program and this Agreement 409A, then that provision shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it amended to comply with Code Section 409A or otherwise 409A, following which payment of the Severance shall be exempt from Code Section 409A. To made in accordance with the extent required amendment. Without limiting the generality of the foregoing, for all purposes under this Agreement, reference to avoid accelerated taxation and/or tax penalties under Code Section 409A Executive’s “termination of employment” (and applicable guidance issued thereunder, corollary terms) with the Employee Company shall not be deemed construed to have had a Termination unless the Employee has incurred a refer to Executive’s “separation from service” (as defined in determined under Treasury Regulation §Section 1.409A-1(h), as uniformly applied by the Company) with the Company. In the event that Executive is, at the Date of Termination, a “specified employee” within the meaning of Code Section 409A and amounts any related regulations, no amount which is nonqualified deferred compensation subject to such Code Section 409A and regulations shall be paid to Executive prior to the date which is six (6) months after Executive’s separation from service ; provided, however, that would otherwise be payable pursuant to this Agreement during the six-month period immediately such amount shall, within five (5) business days following the Employee’s Termination (including Retirement) shall instead date of termination, be paid placed into escrow by the Company for the benefit of Executive. If the payments are delayed as a result of the terms of this Section 22, than on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in such six (6) month period (or such earlier date upon which Termination or Disability (as applicable) occurs or the fifteenth day such amount can be released from escrow and paid under Section 409A of the third calendar month following Termination or Disability (as applicableCode without resulting in a prohibited distribution); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or nonshall pay Executive a lump-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable sum amount equal to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall cumulative amount that would have no obligation otherwise been payable to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive during such period.

Code Section 409A. Payments made pursuant to To the extent applicable, it is intended that the payment of the benefits, severance, incentive compensation and/or equity compensation provided under this Agreement are intended to shall comply with or be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code, and this Agreement shall be administered construed and interpreted applied in a manner consistent with this intent. If In the Company determines that event any payments payment or benefit under this Agreement are subject is determined by the Company to be in the nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be mutually agreed between the parties to ensure that such payments remain exempt from or in compliance with the applicable provisions of Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the Company mayshort-term deferral exemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), at shall be delayed and paid or provided on the Companyearlier of (i) the date which is six months after the Executive’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” (as such term is defined in Treasury Regulation §1.409A-1(h)Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability death. To the extent that any payment or benefit under this Agreement is modified by reason of this Section 20, it shall be determined by the Company modified in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply a manner that complies with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable and preserves to the Employee maximum possible extent the economic costs or value thereof (or any other individual claiming as applies) to the respective parties (determined on a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.pre-tax basis).

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the term “Program or Section 5 of this Agreement, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible” means a period of time that in no event will extend beyond possible after, and effective as of, the later date of the end Change in Control or the date of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. ; and (d) notwithstanding any provision of the Program or this Agreement to the contrary, it will not be a violation of the Program or this Agreement, and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on the Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiiiv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2019) to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, Non-Employee Director RSU Agreement (US) (2017) employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however, that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §Treas. Reg. Section 1.409A-1(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately within six (6) months following the date of Employee’s Termination (including Retirement) termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day after of the seventh (7th) month following the date that is six months following the on which Employee’s Termination (or employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount distinct payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions requirements of Code Section 409A to (“Section 409A”) of the extent applicable. The Program Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this Agreement shall will be administered and interpreted so administered. References to a termination of employment in a manner consistent with this intent. If the Company determines that any payments under Section 6 and/or 7 of this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, shall mean the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred date of a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, and amounts any nonqualified deferred compensation subject to Section 409A that would otherwise be have been payable pursuant to under this Agreement during as a result of, and within the six-month period immediately first six (6) months following, the Executive’s “separation from service” and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the Employeedate of the Executive’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathseparation from service or, if earlier), the date of Executive’s death. For purposes of Code Section 409AAny such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent applicable: (i) all payments provided hereunder necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any 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, which shall be treated as a right the amount required to a series cause the net amount retained by the Executive after payment of separate payments all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and each separately identified amount to which interest penalty payable by the Employee is entitled under this Agreement Executive on account of the violation of Section 409A. Such payment shall be treated as a separate payment; made by the Company within thirty (ii30) days of the term “as soon as administratively possible” means a period date that Executive submits proof of time that in no event will extend beyond payment of such taxes to the taxing authority and not later of than the end of Executive’s taxable year next following the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the third calendar month following Termination Executive, as the Company determines is necessary or Disability (as applicable); and (iii) the date advisable so that payments made pursuant to this agreement will not result in additional taxation of the Employee’s Disability shall be determined by Executive pursuant to the Company in its sole discretion. Although provisions of Section 409A. The Executive agrees that she will not withhold her consent under this Agreement and Section 20 if the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company proposed amendment does not represent or warrant that this Agreement or materially adversely affect the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid Executive’s rights under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates

Code Section 409A. Payments made pursuant to It is intended that payments under this Agreement are intended to shall be exempt from or to otherwise comply in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails be construed accordingly. Payments provided hereunder are intended to comply with that section’s requirementssatisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall the Company may, at or an affiliate be responsible for any tax or penalty owed by the Company’s sole discretion, Executive or beneficiary with regard to payments and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier)benefits provided herein. For purposes of Code Section 409A, each installment of payments 4837-2534-9826.4 or benefits is intended to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; , and the terms “employment termination” and “termination of employment” or terms of like kind are intended to constitute “separation from service” as defined under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Executive is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be aggregated and delayed (ii) if then required), and paid on the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later earlier of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth first day of the third calendar seventh month following Termination the Executive’s separation from service, or Disability (the day after the Executive’s death, as applicable); . Thereafter, any remaining payments and (iii) the date of the Employee’s Disability benefits shall be determined by paid as if there had been no earlier delay. Notwithstanding anything to the Company contrary in its sole discretion. Although this Agreement or elsewhere, in the event that the Executive waives the provisions of another severance or change in control agreement or arrangement for this Agreement and the payments provided hereunder are intended such participation in this Agreement is later determined to be exempt from a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Agreement that such Executive becomes entitled to otherwise comply receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the requirements time and form of Code Section 409A, the Company does not represent payment provisions of such agreement or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.arrangement.

Code Section 409A. Payments Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Employer to Employee: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Employee has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Employee’s termination of employment hereunder) shall be paid (or commence to be paid) to Employee as set forth in this Agreement as if Employee had undergone such termination of employment (under the same circumstances) on the date of Employee’s ultimate Separation from Service. (b) If Employee is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Employee’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Employee to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Employee in a lump sum cash payment to be made on the earlier of (A) Employee’s death and (B) the first business day of the seventh month immediately following Employee’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement due to a Separation from Service that is exempt from Section 409A of the Code pursuant to Treasury Regulations § 1.409A-1(b)(9)(v) will be paid or provided to Employee only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Employee’s second taxable year following Employee’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Employee’s taxable year in which Employee’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Employee could become entitled in connection with Employee’s employment under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program Code and the regulations and other guidance promulgated thereunder, and, accordingly, this Agreement shall will be administered and interpreted in a manner to be consistent with this such intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code the limitations on non-qualified deferred compensation under Section 409A409A of the Code, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series each payment of separate payments and each separately identified amount to which the Employee is entitled compensation under this Agreement shall be treated as a separate payment; (ii) payment of compensation for purposes of applying the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later exclusion under Section 409A of the end Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Employee’s taxable year in which Termination or Disability Code. (as applicablee) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and While the payments and benefits provided for hereunder are intended to be exempt from or structured in a manner to otherwise comply with avoid the requirements imposition of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code any penalty taxes under Section 409A or any other provision of federal, state, local, or non-United States law. None of the CompanyCode, its Subsidiaries, in no event whatsoever will Company or Bank or their respective directors, officers, employees or advisers shall Affiliates be liable to the Employee (or any other individual claiming a benefit through the Employee) for any additional tax, interest, or penalties the that may be imposed on Employee may owe as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation paid payments provided for under this AgreementAgreement shall be accelerated to Employee, and except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the Company and its Subsidiaries contrary, in no event shall have no obligation any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to indemnify or otherwise protect offset by any other amount unless permitted by Section 409A of the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Code.

Code Section 409A. Payments made pursuant to (a) Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are intended to comply with, or be exempt from or to otherwise comply with the provisions of from, Code Section 409A and, accordingly, to the maximum extent applicable. The Program and permitted, this Agreement shall be administered and interpreted in a manner consistent accordance with the foregoing. The parties agree that this intent. If Agreement shall be modified, to the extent reasonably agreed upon by the parties, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of additional tax, interest and penalties under, Code Section 409A. Any such modification shall maintain the original intent and benefit to the Executive of the applicable provisions of the Agreement, to the maximum extent possible without violating Code Section 409A. In no event whatsoever shall the Company determines be liable for any additional tax, interest or penalties that any payments under this Agreement are subject to may be imposed on the Executive by Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it or any damages for failing to comply with Code Section 409A 409A. (b) Notwithstanding any provision in this Agreement or otherwise elsewhere to the contrary, if on the Executive’s date of termination the Executive is deemed to be exempt from Code Section 409A. To a “specified executive” within the extent required to avoid accelerated taxation and/or tax penalties under meaning of Code Section 409A and applicable guidance issued thereunderusing the identification methodology selected by the Company from time to time, or if none, the Employee default methodology under Code Section 409A, any payments or benefits due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1. 409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the Executive in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after the Executive’s separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of the Executive’s death, and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. (c) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a Termination termination of the Executive’s employment unless the Employee has incurred such termination is also a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A409A 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” and the extent applicable: (i) all payments provided hereunder date of such separation from service shall be treated as a right to a series the date of separate payments termination for purposes of any such payment or benefits. (d) Any taxable reimbursement of costs and each separately identified amount to which expenses by the Employee is entitled Company provided for under this Agreement shall be treated as a separate payment; (ii) made in accordance with the term “as soon as administratively possible” means a period of time that Company’s applicable policy and this Agreement but in no event will extend beyond the later than December 31 of the end of calendar year next following the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall expenses to be determined by the Company reimbursed are incurred. With regard to any provision in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from that provides for reimbursement of expenses or to otherwise comply with the requirements of in-kind benefits, except as permitted by Code Section 409A, (x) the Company does right to reimbursement or in-kind benefits is not represent subject to liquidation or warrant exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (e) Whenever a payment under this Agreement or may be paid within a specified period, the payments provided hereunder will comply with Code Section 409A or any other provision actual date of federal, state, local, or non-United States law. None payment within the specified period shall be within the sole discretion of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable . (f) With regard to the Employee (or any other individual claiming a benefit through the Employee) installment payments provided for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries each installment thereof shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to be deemed a separate payment for purposes of Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation Performance-Vested Restricted Stock Unit Agreement (2021) paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to It is the intent of this Agreement are intended to be exempt either meet an exception from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the "Code"), and any ambiguities herein will be so interpreted and this Agreement will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A409A(a)(2)(A)(i). If the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive's termination of employment, the Company does not represent or warrant any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable under this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of, and within the first six (6) months following, the Executive's "separation from service" and not by reason of compensation paid another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive's separation from service or, if earlier, the date of Executive's death. Any such "nonqualified deferred compensation" shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A. The Company agrees that it will pay, indemnify and hold the Executive harmless for any 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, 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 additional tax and interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the 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 Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, and with the consent of the Executive, as the Company and its Subsidiaries shall have no obligation to indemnify determines is necessary or otherwise protect the Employee from the obligation to pay any taxes advisable so that payments made pursuant to Code this agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A.409A. The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive's rights under this agreement.

Code Section 409A. Payments made pursuant (a) This Agreement is intended to meet the requirements of Section 409A of the Code and the regulations and Treasury guidance promulgated thereunder (“Section 409A”) with respect to amounts subject thereto and will be interpreted and construed consistent with that intent. To the extent that any provision in this Agreement are intended is ambiguous as to its compliance with Section 409A, or to the extent any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read in such a manner so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. The Company shall not be liable for any determination made in good faith, that a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding anything in this Agreement to otherwise the contrary: (i) if, at the time of termination of Executive’s employment hereunder, Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the provisions requirements of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that 409A, any payments to which Executive is entitled under this Agreement in connection with such termination that are subject to Code Section 409A (and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or not otherwise be exempt from Code its application) will be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as defined in Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A) triggered by a termination of employment, the Employee shall not a termination of employment will be deemed not to have had a Termination unless the Employee has incurred occurred until such time as Executive incurs a “separation from service” as defined with the Company in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination accordance with Section 409A; (including Retirementiii) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For for purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to each payment in a series of separate installment payments and each separately identified amount to which the Employee is entitled provided under this Agreement shall will be treated as a separate payment; ; (iiiv) any reimbursement for tax due under this Agreement, such as pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), shall be made by the term “Company as soon as administratively possible” means a period of time that required but in no event will extend beyond the later of than the end of the Employee’s taxable year in which Termination the underlying tax payment was made; and (v) no expenses eligible for reimbursement, or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although in-kind benefits provided, to Executive under this Agreement and during any calendar year will affect the payments provided hereunder are intended amounts eligible for reimbursement in any other calendar year, to be exempt from or the extent subject to otherwise comply with the requirements of Code Section 409A, the Company does not represent and no such right to reimbursement or warrant that this Agreement in-kind benefits will be subject to liquidation or the payments provided hereunder will comply with Code Section 409A or exchange for any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.benefit.

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to will be exempt from or to otherwise comply with Section 409A of the provisions of Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A to 409A”) under the extent applicable. The Program “short-term deferral” exemption and this Agreement shall be administered and interpreted in a manner consistent with this intent. If accordingly; provided, however, that to the Company determines that extent any payments amounts payable under this Agreement are determined to be subject to Section 409A, this Agreement shall be interpreted accordingly. To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A and 409A, this Agreement fails shall be modified to comply with that section’s requirementsavoid such additional tax, penalty or interest yet preserve (to the Company may, at nearest extent reasonably possible) the Company’s sole discretion, and without intended benefit payable to the Employee’s consent, amend Executive. Notwithstanding anything in this Agreement to cause it the contrary, to comply with the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A 409A, no event or otherwise be exempt from Code condition shall constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 409A. To 1.409A-3(i)(5) and the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, termination of the Employee Executive’s employment shall not be deemed to have had a Termination occurred unless the Employee has incurred and until a “separation from service” (as defined that term is used in Treasury Regulation §1.409A-1(h)Code Section 409A) occurs. To the extent necessary to avoid triggering additional tax, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (penalty or upon the Employee’s death, if earlier). For purposes of interest imposed by Code Section 409A, if the Executive is deemed on the date of a separation from service 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), then with regard to any payment that is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A and is paid as a result of the Executive’s separation from service, such payment shall not be made or provided prior to the extent applicable: 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 (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments provided hereunder delayed pursuant to the preceding sentence shall be treated as paid to the Executive in a right to a series of separate lump sum, and any remaining payments and each separately identified amount to which the Employee is entitled benefits due under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that paid or provided in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply accordance with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) normal payment dates specified for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.them herein.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A Notwithstanding anything herein to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirementscontrary, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided award of RSUs hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that and shall be interpreted and administered in accordance with such intent. Should any provision of this Agreement be found not to comply with, or otherwise not be exempt from, the payments provided hereunder will provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Executive, in such manner as the Committee determines to be necessary or appropriate to comply with with, or to effectuate an exemption from, Code Section 409A. Each payment or distribution of Stock made under this Agreement shall be designated as a separate payment within the meaning of Code Section 409A. Any payment or distribution that is subject to Code Section 409A and payable upon the Executive’s termination of employment or other similar event shall not be made unless the Executive has experienced a "separation from service" as defined under Code Section 409A. Any payment subject to Section 409A that is to be made upon a "separation from service" to the Executive on any other provision of federaldate when the Executive is a "specified employee" as defined under Code Section 409A shall not be paid before the date that is six (6) months following the Executive’s "separation from service" or, stateif earlier, localthe Executive’s death. Notwithstanding anything in this Agreement to the contrary, or non-United States law. None the Executive shall be solely responsible for the tax consequences of the CompanyRSUs, its Subsidiaries, and in no event shall the Company have any responsibility or their respective directors, officers, employees or advisers shall be liable liability if any payment under this Agreement is subject to and/or fails to comply with the requirements of Code Section 409A. The Company will settle and pay out any RSUs within two and one-half (2½) months following the end of the year in which the Executive’s right to the Employee (or any other individual claiming RSUs is no longer subject to a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result substantial risk of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.forfeiture.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without Non-Employee Director RSU Agreement (US) (2020) the EmployeeDirector’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Director shall not be deemed to have had a Termination unless the Employee Director has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeDirector’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the EmployeeDirector’s Termination (or upon the EmployeeDirector’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) , all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee Director is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee Director (or any other individual claiming a benefit through the EmployeeDirector) for any tax, interest, or penalties the Employee Director may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee Director from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to (a) The provisions of this Agreement are will be administered, interpreted and construed in a manner intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code of 1986, as amended (“Section 409A”), the regulations issued thereunder or any exception thereto (or disregarded to the extent applicable. The Program and this Agreement shall such provision cannot be administered and interpreted in a manner consistent with this intentso administered, interpreted, or construed). If the Company determines in good faith that any payments amounts to be paid to Employee under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements409A, then the Company may, at to the Company’s sole discretionextent necessary, and without adjust the Employee’s consent, amend this Agreement form and/or the timing of such payments as determined to cause it be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Code Section 409A or otherwise 409A, then the deferred payment will be exempt from Code paid at the earliest practicable date permitted by Section 409A. To Notwithstanding any provision of this agreement to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A contrary, Employee acknowledges and applicable guidance issued thereunder, agrees that the Employee Company shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h)liable for, and amounts that would otherwise nothing provided or contained in this agreement will be payable pursuant construed to this Agreement during obligate or cause the six-month period immediately following the Employee’s Termination Company to be liable for, any tax, interest penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (including Retirementb) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-1 (b)(4); and (ii) to the term “extent possible, payments are made as soon a result of an involuntary separation, each payment that is not otherwise excepted under the short-tem1 deferral exception is intended to be excepted under the involuntary separation pay exception as administratively possible” means specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, Employee will be considered to have experienced a period termination of time that in no event will extend beyond employment only if Employee has separated from service with the later Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 41 4(b) and 414(c) of the end Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section l563(a)(l), (2) and (3) of the Code and Treas. Reg.§ l.414(c)-2. Whether Employee has separated from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. (d) To the extent Employee is entitled to taxable reimbursements, such reimbursements shall be made only in accordance with the following conditions: the reimbursements shall be made on or before the last day of Employee’s taxable year following the taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day expense was incurred; the amount of reimbursements in one taxable year will not affect the third calendar month following Termination or Disability (as applicable)amount of reimbursement available in another taxable year; and (iii) the date of right to reimbursements shall not be subject to liquidation or exchange for another benefit. To the Employee’s Disability shall be determined by extent the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended provides taxable fringe benefits to be exempt from or to otherwise comply with the requirements of Code Section 409AEmployee, the Company does not represent or warrant that this Agreement or shall annually impute the payments provided hereunder will comply with Code Section 409A or any other provision value of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable such benefits to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to this The intent of the parties is that payments and benefits under the Agreement are intended to be exempt from or to otherwise comply with the provisions Section 409A of Code Section 409A to the extent applicable. The Program and this subject thereto, and, accordingly, to the maximum extent permitted, the Agreement shall be interpreted and be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If Notwithstanding anything contained herein to the Company determines that any payments under this Agreement are subject contrary, to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderof the Code, the Employee Optionee shall not be deemed considered to have had separated from service with the Company for purposes of the Agreement and no payment shall be due to the Optionee under the Agreement on account of a Termination unless separation from service until the Employee has Optionee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in the Agreement that are due within the “short-term deferral period” as defined in Treasury Regulation §1.409A-1(h)Section 409A of the Code shall not be 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 amounts that such payment would otherwise be payable pursuant to result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement during or any other agreement of the six-month period immediately following the Employee’s Termination (including Retirement) Company, shall instead be paid made on the first business day after the date that is six (6) months following the Employee’s Termination such separation from service (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) The Company makes no representation that any or all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of payments described in the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to will be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Optionee shall be liable to solely responsible for the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result payment of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code and penalties incurred under Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirementretirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.409A. Retention RSU Agreement - Ratable Vesting (2021) 11

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntaiy separation pay plan exception described in Treas. Reg. Section 1.409A-l(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §Treas. Reg. Section 1.409A-1(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately within six (6) months following the date of Employee’s Termination (including Retirement) termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day after of the seventh (7th) month following the date that is six months following the on which Employee’s Termination (or 's employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount distinct payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to (a) The provisions of this Agreement are will be administered, interpreted and construed in a manner intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code of 1986, as amended (“Section 409A”), the regulations issued thereunder or any exception thereto (or disregarded to the extent applicable. The Program and this Agreement shall such provision cannot be administered and interpreted in a manner consistent with this intentso administered, interpreted, or construed). If the Company determines in good faith that any payments amounts to be paid to Employee under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements409A, then the Company may, at to the Company’s sole discretionextent necessary, and without adjust the Employee’s consent, amend this Agreement form and/or the timing of such payments as determined to cause it be necessary or advisable to be in compliance with Section 409A. If any payment must be delayed to comply with Code Section 409A or otherwise 409A, then the deferred payment will be exempt from Code paid at the earliest practicable date permitted by Section 409A. To Notwithstanding any provision of this agreement to the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A contrary, Employee acknowledges and applicable guidance issued thereunder, agrees that the Employee Company shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h)liable for, and amounts that would otherwise nothing provided or contained in this agreement will be payable pursuant construed to this Agreement during obligate or cause the six-month period immediately following the Employee’s Termination Company to be liable for, any tax, interest or penalties imposed on Employee related to or arising with respect to any violation of Section 409A. (including Retirementb) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement severance payment, including each individual installment payment, shall be treated as a separate payment. Each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following the termination of Employee’s employment and within the applicable 2 1/2 month period specified in Treas. Reg. § l.409A-l(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § l.409A-l (b)(4); and (ii) to the extent possible, payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term “deferral exception is intended to be excepted under the involuntary separation pay exception as soon as administratively possible” means specified in Treas. Reg. § l.409A-l(b)(9)(iii). Employee shall have no right to designate the date of any payment hereunder. (c) For purposes of this Agreement, Employee will be considered to have experienced a period termination of time that in no event will extend beyond employment only if Employee has separated from service with the later Company and all of its controlled group members within the meaning of Section 409A. For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 4l 4(b) and 414(c) of the end Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(l), (2) and (3) of the Code and Treas. Reg. § l.414(c)-2. Whether Employee has separated from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. (d) To the extent Employee is entitled to taxable reimbursements, such reimbursements shall be made only in accordance with the following conditions: the reimbursements shall be made on or before the last day of Employee’s taxable year following the taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day expense was incurred; the amount of reimbursements in one taxable year will not affect the third calendar month following Termination or Disability (as applicable)amount of reimbursement available in another taxable year; and (iii) the date of right to reimbursements shall not be subject to liquidation or exchange for another benefit. To the Employee’s Disability shall be determined by extent the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended provides taxable fringe benefits to be exempt from or to otherwise comply with the requirements of Code Section 409AEmployee, the Company does not represent or warrant that this Agreement or shall annually impute the payments provided hereunder will comply with Code Section 409A or any other provision value of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable such benefits to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the term “Program or Section 5 of this Agreement, upon the vesting of the Units pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible” means a period of time that in no event will extend beyond possible after, and effective as of, the later date of the end Change in Control or the date of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiic) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.be

Code Section 409A. Payments made pursuant to All or a portion of the severance pay and severance benefits provided under this Agreement are is intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to otherwise comply with constitute a short-term deferral within the provisions meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the extent applicable. The Program and this Agreement shall be administered and interpreted applicable tax, with such reformation effected in a manner consistent with that has the most favorable tax result to Employee. Notwithstanding any provision in this intent. If Agreement to the Company determines that contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payments payment due under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent is required to avoid accelerated taxation and/or tax penalties be delayed under Code Section 409A and applicable guidance issued thereunderbecause Employee is a specified employee, the Employee that payment shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during on the six-month period immediately following the Employee’s Termination earlier of (including Retirementi) shall instead be paid on the first business day after the date that is six months following the after Employee’s Termination Separation from Service, (or upon ii) the date of Employee’s death, if earlier). or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to the extent applicable: (i) all a series of payments provided hereunder shall or benefits under this Agreement is to be treated as a right an entitlement to a series of separate payments and each separately identified payments. With respect to any reimbursements that are subject to Code Section 409A, (i) the amount to which of expenses eligible for reimbursement during a calendar year may not affect the Employee is entitled under this Agreement shall be treated as a separate payment; expenses eligible for reimbursement in any other calendar year, (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond reimbursement must be made on or before the later last day of the end of calendar year following the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); expense was incurred and (iii) the date right to reimbursement shall not be subject to liquidation or exchange for any other benefit. [Signature Page Follows] COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: Effective Date: Immediately before the effectiveness of the Employee’s Disability shall be determined by initial public offering of Common Stock. Employer/the Company in its sole discretionCompany: Cinco Resources, Inc. Employee Name: ▇▇▇▇▇▇ ▇. Although this Agreement ▇▇▇▇▇▇ Position and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements Title: Chief Operating Officer and Senior Vice President Reporting to: President Primary Work Location: Dallas, Texas Initial Term: Two years Expiration Date of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None Initial Term: Second anniversary of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result Effective Date. Base Salary: $285,000.00 Weeks of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Paid Time Off: 5 weeks

Code Section 409A. Payments made pursuant to It is intended that any amounts payable under this Agreement are intended to and the Bank’s and Directors’s exercise of authority or discretion hereunder shall be exempt from or to otherwise comply with Section 409A of the provisions Internal Revenue Code (the “Code”) (including the Treasury regulations and other published guidance relating thereto) so as not to subject Director to the payment of any interest, penalties or additional tax imposed under Section 409A of the Code. In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Executive’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Director becoming subject to interest, penalties and additional tax under Section 409A of the Code, the Bank and Director agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A 409A. All other terms, conditions, agreements and provisions contained in the Original Agreement not specifically relating to the extent applicablethose items explicitly modified or amended by this Amendment shall remain unchanged and shall continue in full force and effect. The Program and this Agreement shall This Amendment shall, whenever possible, be administered and interpreted construed in a manner consistent with the Original Agreement; provided, however, in the event of any irreconcilable consistency between the terms of this intent. If Amendment and the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirementsterms of the Original Agreement, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend terms of this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee Amendment shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.control.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and Performance-Vested Restricted Stock Unit Agreement (2018) amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant a. It is intended that the severance payments and benefits to be provided under this Agreement are intended to will be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. To the extent applicable. The Program and , this Agreement shall be administered and interpreted in accordance with the applicable exemptions from, or in compliance with, 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 manner consistent with series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this intent. Agreement, all references to the Employee’s “termination of employment” shall mean the Employee’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). b. If the Employee is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company determines in accordance with Section 409A of the Code, on the date of the Employee’s Separation from Service, to the extent that any the payments or benefits under this Agreement are subject to Code Section 409A of the Code and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A delayed payment or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and distribution of all or any portion of such amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 22(b) shall be treated as paid or distributed to the Employee in a separate payment; lump sum on the earlier of (iii) the term “as soon as administratively possible” means a period of time date that in no event will extend beyond the later of the end of is six (6)-months following the Employee’s taxable year in which Termination or Disability Separation from Service, (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iiiii) the date of the Employee’s Disability death or (iii) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be determined by paid as otherwise provided herein. c. If the Employee and the Company in its sole discretion. Although determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, Employee and the payments provided hereunder are intended Company agree to be exempt from amend this Agreement, or take such other actions as Employee and the Company deem reasonably necessary or appropriate, to otherwise comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A409A of the Code, the Company does not represent or warrant provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. d. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the payments provided hereunder will comply with Code Section 409A last day of the Employee’s taxable year following the taxable year in which the Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of the Employee shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other provision of federal, state, local, or non-United States law. None taxable year of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries Employee’s right to reimbursement for such amounts shall have no obligation not be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay exchange for any taxes pursuant to Code Section 409A.other benefit.

Code Section 409A. Payments made The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to this Agreement are intended to Section 3.1 hereof, be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to otherwise this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the provisions of deferral, payout and other limitations and restrictions imposed under Code Section 409A 409A. Notwithstanding anything herein to the extent applicable. The Program and contrary, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If the Company determines such intentions; provided, however that in no event shall Employer or its agents, parents, subsidiaries, affiliates or successors be liable for any payments under this Agreement are subject additional tax, interest or penalty that may be imposed on Employee pursuant to Code Section 409A and or for any damages incurred by Employee as a result of this Agreement fails (or the payments or benefits hereunder) failing to comply with that section’s requirementswith, or be exempt from, Code Section 409A. Without limiting the Company may, at generality of the Company’s sole discretionforegoing, and without the Employee’s consent, amend notwithstanding any other provision of this Agreement to cause it the contrary: (a) to comply with the extent Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required is applicable to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderthis Agreement, the Employee a termination of employment shall not be deemed to have had occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a Termination termination of employment unless the Employee has incurred such termination is also a “separation from service,” as defined in Treasury Regulation §Treas. Reg. Section 1.409A-1(h), after giving effect to the presumptions contained therein (and without regard to the optional alternative definitions available therein), and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (b) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A, amounts that would otherwise (but for this provision) be payable pursuant to this Agreement during the six-month period immediately within six (6) months following the date of Employee’s Termination (including Retirement) termination of employment shall not be paid to Employee during such period, but shall instead be paid in a lump sum on the first business day after of the seventh month following the date that is six months following the on which Employee’s Termination (or 's employment terminates or, if earlier, upon the Employee’s death, if earlier). For purposes ; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of Code Section 409A, to the extent applicable: (i) all installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount payments; and (d) nothing herein shall act to accelerate any payment to which the Employee is would otherwise be entitled if such acceleration would subject Employee to an additional tax or penalty under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to be interpreted and applied so that the payment of the benefits set forth herein shall be exempt from or the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) to otherwise the maximum extent that such exemption if available and any ambiguities shall be interpreted accordingly; provided, however, that to the extent such exemption is not available, such benefits shall comply with the provisions requirements of Code Section 409A to the extent applicablenecessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. The Program and Notwithstanding any provision in this Agreement shall be administered and interpreted in or elsewhere to the contrary, if Executive is a manner consistent with this intent. If “specified employee” within the Company determines that meaning of Section 409A, any payments or benefits due upon a termination of Executive’s employment under this Agreement are subject to Code any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A and this Agreement fails to comply with that section’s requirementswhich do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the Company mayshort-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), at shall be delayed and paid or provided on the Companyearlier of (i) the date which is six (6) months and one (1) day after Executive’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” ”, as such term is defined in Treasury Regulation §Regulations Section 1.409A-1(h)) (“Separation from Service”) for any reason other than death, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of Executive’s death. Notwithstanding anything in this Agreement, or elsewhere to the Employeecontrary, distributions upon termination of Executive’s Disability employment may only be made upon Executive’s Separation from Service and such date shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements termination date for purposes of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid receiving severance benefits under this Agreement, and the Company and its Subsidiaries shall have no obligation unless such amounts may be provided to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive without causing adverse tax consequences. Each payment

Code Section 409A. Payments You acknowledge that the Company has made pursuant no representations as to the taxability or exemption from taxation of any monies or benefits payable or provided to you under this Agreement. You shall be solely responsible for the payment of any taxes and penalties that may be assessed by any taxing authority. Notwithstanding the other provisions hereof, this Agreement are is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to the extent applicable, and shall be interpreted to be exempt from any taxes or to otherwise comply with the provisions of penalties under Code Section 409A to the extent applicable. The Program and this Agreement 409A. Accordingly, all provisions herein, or incorporated by reference, shall be administered construed and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise and, if necessary, any such provision shall be exempt from deemed amended to comply with Code Section 409A. To If any payment or benefit cannot be provided or made at the extent required to avoid accelerated taxation and/or tax time specified herein without incurring taxes or penalties under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such taxes or penalties will not be imposed. (a) In interpreting this Agreement, all available exemptions from the application of Code Section 409A and applicable guidance issued thereunderto a provision of this Agreement shall be first applied. (b) Neither you nor the Company shall intentionally take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Code Section 409A, (c) If you are a specified employee for purposes of Code Section 409A(a)(2)(B)(i), the Employee any payment or provision of benefits in connection with a separation from service payment event, whether under this Agreement or otherwise (as determined for purposes of Code Section 409A) shall not be deemed to have had a Termination unless the Employee has incurred a “made until six months after your separation from service” service (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 a lump sum as defined in Treasury Regulation §1.409A-1(h)soon as the 409A Deferral Period ends, and amounts that would the balance of the payments shall be made as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be payable pursuant treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. If under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead Agreement, an amount is to be paid on the first business day after the date that is six months following the Employee’s Termination (in two or upon the Employee’s deathmore installments, if earlier). For for purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement installment shall be treated as a separate payment; . (iie) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (x) the term “as soon as administratively possible” means right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of yours 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 (y) 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 of time that the arrangement is in effect. All reimbursements shall be reimbursed no event will extend beyond the later of the end of the Employee’s than your taxable year following your taxable year in which Termination or Disability the related expense is incurred. (as applicablef) occurs or the fifteenth day When, if ever, a payment under this Agreement specifies a payment period with reference to a number of the third calendar month days (e.g., “payment shall be made within ten (10) days following Termination or Disability (as applicable); and (iii) the date of termination”), the Employee’s Disability actual date of payment within the specified period shall be determined by within the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None discretion of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to The Executive and the Company intend that the Severance benefits provided under this Agreement will comply, in form and operation, with an exception to or exclusion from the requirements of Section 409A of the Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Code §409A”) and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention. All Severance payments upon a “termination of employment” under the Agreement will only be made upon a “separation from service” (as defined under Code §409A, without regard to any alternative definition thereunder, a “separation from service”). Each installment of the Severance benefits provided under this Section 3 is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i). The Severance benefits to be provided under this Section 3 are intended to be exempt from or to otherwise comply with the provisions requirements of Code Section §409A because such payment and benefits are short-term deferrals under Treas. Reg. §1.409A-1(b)(4) or provided under a separation pay plan within the meaning of Treas. Reg. §1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Code §409A, then, solely to the extent applicablenecessary to avoid adverse personal tax consequences under Code §409A, the timing of the Severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. The Program parties acknowledge that the exemptions from application of Code §409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of Severance benefits may preclude the ability of Severance benefits provided under this Agreement to qualify for an exemption. It is intended that this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section §409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Code §409A. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Code §409A, the Company does not represent or warrant that shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the payments provided hereunder will Company determines are necessary or appropriate to avoid the imposition of taxes under Code §409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code §409A, and/or (ii) comply with Code the requirements of Section 409A or any other provision of federal409A; provided, statehowever, local, or non-United States law. None that this Section 3(f) shall not create an obligation on the part of the CompanyCompany to adopt any such amendment, its Subsidiariespolicy or procedure or take any such other action, or their respective directors, officers, employees or advisers nor shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation any liability for failing to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.do so.

Code Section 409A. Payments made The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under T▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination date or other termination of Executive’s employment are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that sectionmean Executive’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(hwithin the meaning of Code Section 409A(a)(2)(A)(i), and amounts that would otherwise be payable pursuant to (ii) each payment made under this Agreement during shall be treated as a separate payment and the six-month period immediately following the Employee’s Termination right to a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s deathd), if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and each separately identified amount paid to which Executive in a lump sum on the Employee first business day after the earlier of the date that is entitled under six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination interpreted or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended construed to be exempt from or transfer any liability for failure to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (from Executive or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and to the Company and or any of its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Affiliates.

Code Section 409A. Payments made pursuant to All amounts payable under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code "short term deferral" exception from Section 409A to of the extent applicableInternal Revenue Code ("Section 409A") specified in Treas. The Program Reg. § 1.409A-1(b)(4) (or any successor provision) or the "separation pay plan" exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and this Agreement shall be administered and interpreted in a manner consistent with this intentthe applicable exceptions. If Notwithstanding the Company determines foregoing, to the extent that any payments under amounts payable in accordance with this Agreement are subject to Code Section 409A and 409A, this Agreement fails shall be interpreted and administered in such a way as to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the maximum extent applicable: (i) all payments provided hereunder shall be treated as a right to a series possible. Each installment payment of separate payments and each separately identified amount to which the Employee is entitled compensation under this Agreement shall be treated as a separate payment; payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while you are a "specified employee" (iias defined by Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the term “as soon as administratively possible” means a period of time that in no event will extend beyond amount shall accrue without interest and shall be paid the later of first business day after the end of such six-month period, or, if earlier, within 15 days after the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day appointment of the third calendar month following Termination personal representative or Disability (as applicable); and (iii) the date executor of the Employee’s Disability shall be determined by your estate following the Company your death. "Termination of employment," "resignation “or words of similar import, as used in its sole discretion. Although this Agreement and the shall mean, with respect to any payments provided hereunder are intended subject to be exempt from or to otherwise comply with the requirements of Code Section 409A, your "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the Company does not represent or warrant that delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe construed as a result guarantee of compensation paid any particular tax treatment to you. You shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company and its Subsidiaries shall have no obligation to indemnify any responsibility or otherwise protect the Employee from the obligation to pay liability if this Agreement does not meet any taxes pursuant to applicable requirements of Code Section section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement Performance Share Award (2017) during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount Performance-Vested Restricted Stock Unit Agreement (2020) to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to (a) The parties intend that this Agreement are intended and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicableapplicable thereto. The Program and Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be administered interpreted and interpreted in a manner construed consistent with this intent. If , provided that the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed required to have had a Termination unless assume any increased economic burden in connection therewith. Although the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant Company intends to administer this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date so that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event it will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt form or the payments provided hereunder will otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of Neither the Company, its Subsidiariesaffiliates, or nor their respective directors, officers, employees or advisers shall be liable to the Employee Executive (or any other individual claiming a benefit through the EmployeeExecutive) for any tax, interest, or penalties the Employee Executive may owe as a result of compensation or benefits paid under this Agreement, and the Company and its Subsidiaries affiliates shall have no obligation to indemnify or otherwise protect the Employee Executive from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. (b) Notwithstanding any provision of this Agreement to the contrary, in the event that any payment to the Executive or any benefit hereunder is made upon, or as a result of the Executive’s termination of employment, and the Executive is a “specified employee” (as that term is defined under Code Section 409A) at the time Executive becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A, then no such payment or benefit shall be paid or commenced to be paid to the Executive under this Agreement until the date that is the earlier to occur of (i) the Executive’s death, or (ii) six (6) months and one (1) day following his termination of employment (the “Delay Period”). Any payments which the Executive would otherwise have received during the Delay Period shall be payable to the Executive in a lump sum on the date that is six (6) months and one (1) day following the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “Separation from Service” as such term is defined under Code Section 409A. Each payment of severance under Section 3(f) will be treated as a separate payment for purposes of Code Section 409A. (c) Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or before the last day of the Executive’s taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, and the value of any in-kind benefits to be provided to the Executive under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of the Executive’s taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years. The right to Reimbursements, or in-kind benefits, will not be subject to liquidation or exchange for another benefit. Any of the Executive’s eligible gross-up amount required under this Agreement will be paid to the Executive no later than at the end of the Executive’s taxable year following the Executive’s taxable year in which the related taxes are remitted by the Executive to the relevant taxing authority.

Code Section 409A. Payments made pursuant to It is intended that this Agreement are intended to be exempt from or to otherwise shall comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable. The Program , so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this intent. If these intentions, and to the Company determines extent that any payments regulations or other guidance issued under this Agreement are subject to Code Section 409A and this Agreement fails would result in the Executive being subject to comply with that section’s requirementspayment of additional income taxes or interest under Code Section 409A, the Company mayparties agree, at to the Company’s sole discretionextent possible, and without the Employee’s consent, to amend this Agreement to cause it maintain to comply with Code Section 409A the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or otherwise be exempt from interest under Code Section 409A. To the extent required All payments to avoid accelerated taxation and/or tax penalties be made upon a termination of employment under Code Section 409A and applicable guidance issued thereunder, the Employee shall not this Agreement may only be deemed to have had a Termination unless the Employee has incurred made upon a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to under Code Section 409A. Notwithstanding any provision of this Agreement during to the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after contrary, if, as of the date that of the Executive's separation from service, the Executive is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of a “specified employee” as defined under Code Section 409A, then, except to the extent applicable: (i) all that this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code, no payments provided hereunder shall be treated as a right to a series of separate payments made and each separately identified amount to which the Employee is entitled under this Agreement no benefits shall be treated as a separate payment; (ii) provided to the term “as soon as administratively possible” means a Executive during the period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) beginning on the date of the Employee’s Disability shall be determined by Executive's separation from service and ending on the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None last day of the Companysixth month after such date. In no event may the Executive, its Subsidiariesdirectly or indirectly, or their respective directors, officers, employees or advisers shall be liable to designate the Employee (or calendar year of any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid payment under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to The intent of the parties is that payments and benefits under this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent applicable. The Program and permitted, this Agreement shall be administered and interpreted to be in a manner consistent with this intentcompliance therewith. If To the Company determines extent that any payments under this Agreement are subject to Code Section 409A and this Agreement fails provision hereof is modified in order to comply with 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 you and the Employer of the applicable provision without violating the provisions of Section 409A. In no event whatsoever shall the Employer or any recipient of your services be liable for any additional tax, interest or penalty that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it may be imposed on you by Section 409A or damages for failing to comply with Code Section 409A. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or otherwise be exempt from Code Section 409A. To the extent required provided to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred you sixty (60) days following a “separation from service” as defined in Treas. Reg. § 1.409A-1(h), unless earlier commencement is otherwise permitted by Section 409A, provided that you execute within forty-five (45) days following “separation from service” a general release of claims in a form and substance satisfactory to the Employer and its legal counsel. Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §1.409A-1(h§ 1.409A-l(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6. Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (a) you deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), and (b) amounts that would otherwise be payable pursuant to or benefits under this Agreement during or any other program, plan or arrangement of the six-month period immediately following Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the Employee’s Termination meaning of Treasury Regulations Section 1.409A-1(h) and (including RetirementC) you are employed by a public company or a controlled group affiliate thereof: no payments hereunder that are “deferred compensation” subject to Section 409A shall instead be paid on the first business day after made to you prior to the date that is six (6) months following after the Employee’s Termination (or upon the Employee’s deathdate of separation from service or, if earlier). For purposes , the tenth day following the date of Code your death following such separation from service (or such later date as is required for administrative practicability and permitted under Section 409A); following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to you only to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which that the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) expenses are not incurred, or the term “as soon as administratively possible” means a period of time that in no event will extend benefits are not provided, beyond the later last day of the end of second calendar year following the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or your “separation from service” occurs; and provided further that such expenses are reimbursed no later than the fifteenth last day of the third calendar month year following Termination the calendar year in which your “separation from service” occurs. To the extent any indemnification payment, expense reimbursement or Disability the provision of any in-kind benefit is determined to be subject to Section 409A (as applicableand not exempt pursuant to the prior sentence or otherwise); , the amount of any such indemnification payment or expenses eligible for reimbursement or the provision of any in-kind benefit in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses), and (iii) in no event shall any indemnification payment or expenses be reimbursed after the date last day of the Employee’s Disability calendar year following the calendar year in which you incurred such indemnification payment or expenses, and in no event shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended any right to be exempt from indemnification payment or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement reimbursement or the payments provided hereunder will comply with Code Section 409A provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 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 otherwise permitted by Code Section 409A. In order to accept the terms of this Agreement, you must deliver a signed copy of this Agreement to the undersigned by _______________, 2024. We hope your employment with the Employer will prove mutually rewarding, and we look forward to having you join us. If you have any questions, please feel free to call or email us. Sincerely, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Group CEO of Informa Plc For and on behalf of Informa Support Services, Inc. AGREED AND ACCEPTED: ▇▇▇▇ ▇▇▇▇▇▇ Signed: _________________ Date: _________________ FORM OF RELEASE AGREEMENT1 ▇▇▇▇ ▇▇▇▇▇▇ (“you”) and Informa Support Services, Inc. (“Company”) (collectively, “the parties”) have agreed to enter into this Release of Claims Agreement (“Agreement”) on the following terms: You acknowledge that your employment with the Company terminated effective ________, 20__ (the “Termination Date”). You further acknowledge that, regardless of signing this Agreement, you have received (i) your final paycheck, which includes your final salary or wages and pay for the prorated amount of any accrued but unused vacation days (in accordance with the Company’s policy, as reflected in the Company’s Employee Handbook) through your last day of service, less withholdings; and (ii) reimbursement of all reasonable business expenses incurred by you during your employment. The parties acknowledge that except as provided for in the Employment Letter Agreement, all benefits and perquisites of employment cease as of your last day of employment with the Company. Further, if you (i) duly execute this Agreement and return this Agreement to the Company within sixty (60) days following the Termination Date (or such shorter period as the Company may provide at the time), (ii) do not revoke the Agreement as permitted below, (iii) remain at all times in continued compliance with this Agreement, and (iv) you reaffirm your commitment to abide by the restrictions contained in the Confidentiality and Restrictive Covenant Agreement, attached hereto as Exhibit 1, and have not and do not breach those restrictions, then the Company will provide you or your estate or beneficiaries with the severance benefits set forth in Section 18 of the Employment Letter Agreement (together, the “Severance Benefits”), as applicable at this time. For the avoidance of doubt, in the event that you materially and willfully breach this Agreement, you will no longer be entitled to, and the Company will no longer be obligated to provide (or continue to provide), the Severance Benefits. You understand and agree that you are not entitled to any compensation, benefits, remuneration, accruals, contributions, reimbursements, bonus, option grant, vesting, or vacation or other payments from the Company other than those expressly set forth in this Agreement, and that any and all payments and benefits you may receive under this Agreement are subject to all applicable taxes and withholdings. You acknowledge and agree that your reaffirmation and commitment to abide by the Confidentiality and Restrictive Covenant Agreement attached hereto, which is incorporated into this Agreement by reference as if agreed to by you as of the Effective Date (defined below), is agreed to in connection with your separation from the Company and, therefore, not governed by the Massachusetts Noncompetition Agreement Act (MGL c.149, § 24L). In the event that a court of competent jurisdiction determines that the covenants in the Confidentiality and Restrictive Covenant Agreement are covered by the Massachusetts Noncompetition Agreement Act, you agree that your receipt of the Severance Benefits is mutually agreed upon consideration and stipulate not to challenge the sufficiency of the agreed-upon consideration supporting the Confidentiality and Restrictive Covenant Agreement. In exchange for the Severance Benefits, which you acknowledge exceed any amounts to which you otherwise may be entitled under the Company’s policies and practices or applicable law, you and your representatives completely release from, and agree to not file, cause to be filed or pursue against, the Company or its affiliated, related, parent or subsidiary companies, and its present and former directors, officers, and employees (the “Released Parties”) all claims, complaints, grievances, causes of action, or charges of any kind, known and unknown, asserted or unasserted (“Claims”), which you may now have or have ever had against any of them (“Released Claims”). Released Claims include, but are not limited to: • all Claims arising from your employment with the Released Parties or the termination of that employment, including Claims for wrongful termination or retaliation; 1 Note to Exhibit: The Release may be revised by the Company to the extent that revisions are necessary for changes in law and business circumstances to provide for a full release. • all Claims related to your compensation or benefits from the Released Parties, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits; • all Claims for breach of contract, breach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing; • all tort Claims, including Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy; • all federal, state, localand local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys’ fees, medical expenses, experts’ fees, costs and disbursements; and • any other Claims of any kind whatsoever, from the beginning of time until the Effective Date, in each case whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction. By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; the federal Worker Adjustment and Retraining Notification Act (“WARN Act”), 29 U.S.C. § 2102 et seq; the Delaware Discrimination in Employment Act, Del. Code ▇▇▇. tit. 19, §§ 710 to 719A; the Delaware Whistleblowers’ Protection Act, Del. Code ▇▇▇. Tit. 19 §§ 1701 to 1708; the Delaware Wage Payment and Collection Act, Del. Code ▇▇▇. tit. 19, §§ 1101 to 1115; the Delaware Fair Employment Practices Act, Del. Code ▇▇▇. tit. 19, §§ 701 to 709A; the Delaware social media law, Del. Code ▇▇▇. Tit. 19 § 709A; the Massachusetts Fair Employment Practices Law, Mass. Gen. Laws ch. 151B; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, § 11; the Massachusetts Equal Rights Act, Mass. Gen. Laws ch. 93; the Massachusetts Small Necessities Act, Mass. Gen. Laws ch. 149 § 52D; the Massachusetts Privacy Statute, Mass. Gen. Laws ch. 214, § 1B and C; the Massachusetts Equal Pay Act, Mass. Gen. Laws ch. 149 § 105A-C; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D; the Massachusetts AIDS Testing Act, Mass. Gen. Laws ch. 111 § 70F; the Massachusetts Consumer Protection Act, Mass. Gen. Laws ch. 93A; the Massachusetts Equal Rights for the Elderly and Disabled Law, Mass. Gen. Laws ch. 93 § 103; the Massachusetts Anti-Sexual Harassment Statute, Mass. Gen. Laws ch. 151B, § 3A; the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148 et seq. (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time; the Massachusetts Wage and Hour Laws, Mass. Gen. Laws ch. 151 § 1A et seq.; the Massachusetts age discrimination law, Mass. Gen. Laws ch. 149, § 24A et seq.; or any comparable law in any other jurisdiction. The Parties intend for this release to be enforced to the fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS. You agree that the consideration you are receiving in exchange for your general release of claims shall be offset against any state or federal WARN Act (or other) notice or pay in lieu of notice obligation, if any, that the Company may be found to have in the future. You represent that you have not initiated, filed, or non-United States lawcaused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. None You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit. In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable . You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for forty-five (45) days the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result terms of compensation paid under this Agreement, although you may sign beforehand, and that you are advised by the Company to consult with an attorney. You further understand that you can revoke your waiver of ADEA claims within seven (7) days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke your waiver. Revocation must be made by delivering a written notice of revocation to the Group CEO, Informa Plc. You acknowledge and its Subsidiaries shall agree that for the revocation to be effective, the written notice must be received no later than the close of business (5:00 p.m. Boston local time) on the seventh (7th) day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day following your execution of this Agreement (the “Effective Date”), provided you have no obligation not exercised your right, as described herein, to indemnify revoke this Agreement. You further agree that any change to this Agreement, whether material or otherwise protect immaterial, will not restart the Employee from forty-five (45) day review period. Notwithstanding the obligation foregoing, the parties acknowledge and agree that you are not waiving or being required to pay waive (1) any taxes pursuant to Code Section 409A.right that cannot be waived as

Code Section 409A. Payments made pursuant to All or a portion of the severance pay and severance benefits provided under this Agreement are is intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the severance pay and benefits are intended to otherwise comply with constitute a short-term deferral within the provisions meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the extent applicable. The Program and this Agreement shall be administered and interpreted applicable tax, with such reformation effected in a manner consistent with that has the most favorable tax result to Employee. Notwithstanding any provision in this intent. If Agreement to the Company determines that contrary, if (a) Employee is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payments payment due under this Agreement are is subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent is required to avoid accelerated taxation and/or tax penalties be delayed under Code Section 409A and applicable guidance issued thereunderbecause Employee is a specified employee, the Employee that payment shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during on the six-month period immediately following the Employee’s Termination earlier of (including Retirementi) shall instead be paid on the first business day after the date that is six months following the after Employee’s Termination Separation from Service, (or upon ii) the date of Employee’s death, if earlier). or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been paid within six months of Employee’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to the extent applicable: (i) all a series of payments provided hereunder shall or benefits under this Agreement is to be treated as a right an entitlement to a series of separate payments and each separately identified payments. With respect to any reimbursements that are subject to Code Section 409A, (i) the amount to which of expenses eligible for reimbursement during a calendar year may not affect the Employee is entitled under this Agreement shall be treated as a separate payment; expenses eligible for reimbursement in any other calendar year, (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond reimbursement must be made on or before the later last day of the end of calendar year following the Employee’s taxable calendar year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); expense was incurred and (iii) the date right to reimbursement shall not be subject to liquidation or exchange for any other benefit. [Signature Page Follows] COMPANY EMPLOYEE By: By: Name: Name: Title: Date Signed: Date Signed: Effective Date: Immediately before the effectiveness of the Employee’s Disability shall be determined by initial public offering of Common Stock. Employer/the Company in its sole discretion. Although this Agreement Company: Cinco Resources, Inc. Employee Name: ▇▇▇ ▇▇▇▇▇ Position and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements Title: Chairman, President, and Chief Executive Officer Reporting to: Board Primary Work Location: Dallas, Texas Initial Term: Three years Expiration Date of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None Initial Term: Third anniversary of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result Effective Date. Base Salary: $410,000.00 Weeks of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Paid Time Off: 5 weeks

Code Section 409A. Payments made The Award is intended to qualify for the “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Agreement will be interpreted, operated and administered in a manner consistent with these intentions. The right to payment triggered by each installment vesting date or vesting event pursuant to Section 2 above is intended to be a right to a separate payment for purposes of Section 409A. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, without your consent, to unilaterally amend or modify the Plan and/or this Agreement are to ensure that the RSUs qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the RSUs will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these RSUs. The Company will have no liability to you or to any other party if the Award, the vesting of the Award, delivery of Shares upon settlement of the Award or any other event hereunder that is intended to be exempt from or to otherwise comply compliant with the provisions of Code Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto. This Appendix includes additional terms and conditions that govern the RSUs granted to you under the extent applicablePlan if you are in one of the countries listed below on the Grant Date. The Program Unless otherwise defined in this Appendix, capitalized terms used in this Appendix and defined in the Plan or this Agreement shall be administered and interpreted in a manner consistent with this intent. If will have the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” same meaning as defined in Treasury Regulation §1.409A-1(h)the Plan or Agreement, and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that in no event will extend beyond is within 60 days after the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Change in Control (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. Payments made pursuant to 11.7.1 To the extent applicable, it is intended that this Agreement are intended to be exempt (including all amendments hereto) either meet the requirements for exclusion from coverage under Code Section 409A, or to otherwise alternatively comply with the requirements of Code Section 409A, so that the income inclusion provisions of Code Section 409A 409A(a)(1) do not apply to the extent applicableExecutive. The Program and this This Agreement shall be interpreted and administered and interpreted in a manner consistent with this intent. If However, the Company determines does not warrant to Executive that all amounts paid or delivered to him hereunder will be exempt from, or paid in compliance with, Code Section 409A. Executive understands and agrees that he bears the entire risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payment on a basis contrary to the provisions of Code Section 409A or comparable provisions of any applicable state or local income tax laws. Executive acknowledges that he has been advised to seek the advice of a tax advisor with respect to the tax consequences of all payments pursuant to this Agreement, including any adverse tax consequence under Code Section 409A and applicable state tax law. 11.7.2 To the extent that payment of amounts under this Agreement that are subject to Code Section 409A and this Agreement fails to comply with that sectionare payable upon Executive’s requirementstermination of employment, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise such amounts shall only be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred payable if such termination also constitutes a “separation from service,” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during within the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes meaning of Code Section 409A, from the Company. If the Executive is deemed on the date of his separation from service to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B), of the Company, then, notwithstanding any other provision herein, with regard to any payment that is nonqualified deferred compensation subject to Code Section 409A and that is payable on account of Executive’s “separation from service,” such payment shall not be made prior to the extent applicableearlier of (i) the expiration of six months following the date of Executive’s separation from service, and (ii) the date of the Executive’s death, following which all payments so delayed shall be paid to the Executive in a lump sum without interest. 11.7.3 Any taxable reimbursement of business or other expenses provided for under this Agreement that is subject to Code Section 409A shall be subject to the following conditions: (i) all the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for another benefit. 11.7.4 In applying Code Section 409A to amounts paid pursuant to this Agreement, any right to a series of installment payments provided hereunder under this Agreement shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled payments. Whenever a payment under this Agreement specifies a payment period within a specified number of days, the actual date of payment within the specified period shall be treated as a separate payment; (ii) within the term “as soon as administratively possible” means a period of time that in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None discretion of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A..

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Performance-Vested Restricted Stock Unit Agreement (2017) Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (ia) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (iib) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability Control (as applicable); and (iiid) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.