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 (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 is within 60 days after the 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 (66)-months following Executive’s Separation from Service, (B) months following 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 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 is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death 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 (a) This Agreement are is intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to and the extent applicableinterpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Program and this Agreement shall be administered construed and interpreted in a manner consistent with this such intent. If . (b) To the Company determines that any extent payments under this Agreement Section 6(d) are subject to Code Section 409A and this Agreement fails the Executive is a Specified Employee (as defined below) as of the Date of Termination, distributions to comply with the Executive may not be made before the date that section’s requirementsis six months after the date of the Date of Termination or, if earlier, the Company may, at date of the CompanyExecutive’s sole discretion, and without death (the “Six Month Delay Rule”). The term “Specified Employee’s consent, amend this Agreement ” has the meaning given to cause it to comply with that term in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) (or other similar or successor provisions). Payments to which the Executive would otherwise be exempt from Code entitled during the first six months following the Date of Termination (the “Six Month Delay”) will be accumulated and paid on the first day of the seventh month following the Date of Termination. Notwithstanding the Six Month Delay Rule set forth in this Section 409A. To 8(b), to the maximum extent required to avoid accelerated taxation and/or tax penalties permitted under Code Section 409A and applicable guidance issued thereunderTreas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provision), during the Six Month Delay, the Employee shall Company will provide the payments set forth in Section 6(d)(i) above, but in no event will the amount of such payments exceed during the Six Month Delay an amount equal to two times the lesser of (i) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Date of Termination occurs and (ii) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding the taxable year of the Executive in which the Executive’s Date of Termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Executive had not had a Date of Termination), provided that amounts paid under this sentence will count toward, and will not be deemed in addition to, the total payment amount required to have had a Termination unless be made to the Employee has incurred a “separation from service” as defined Executive by the Company under Section 6(d)(i) above. Notwithstanding the Six Month Delay Rule set forth in Treasury Regulation §1.409A-1(hthis Section 8(b), to the maximum extent permitted under Code Section 409A and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementTreas. Reg. §1.409A-1(b)(9)(v) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon any similar or successor provision), the Employee’s deathCompany will provide the payments set forth in Section 6(d)(ii), if earlier). For purposes of not otherwise excepted from Code Section 409A, to the extent applicable: (isuch payments do not exceed the applicable dollar amount under Code Section 402(g)(1)(B) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to for the year in which the Employee is entitled Date of Termination occurs; provided that amounts paid under this Agreement shall sentence will count toward, and will not be treated as a separate payment; (ii) in addition to, the term “as soon as administratively possible” means a period of time that is within 60 days after total payment amount required to be made to the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined Executive 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 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 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 Employee6(d)(ii) 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.above.

Code Section 409A. Payments made pursuant to (a) Notwithstanding anything in this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A contrary, 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 amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A and this Agreement fails to comply with that section’s requirementsof the Internal Revenue Code of 1986, as amended (the Company may“Code”), 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 would 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 thereunderpayable or distributable hereunder by reason of Associate’s termination of employment, the Employee shall such amount or benefit will not be deemed payable or distributable to have had a Termination Associate by reason of such circumstance unless (i) the Employee has incurred a circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Associate’s separation from service during a period in which he is a Specified Employee (as defined in Treasury Regulation §1.409A-1(hbelow), and amounts then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Associate’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Associate’s death or the first day of the seventh month following Associate’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Associate’s separation from service will be accumulated and Associate’s right to receive payment or distribution of such accumulated amount will be delayed until the Employeeearlier of Associate’s Termination (including Retirement) shall instead death or the first day of the seventh month following Associate’s separation from service, whereupon the accumulated amount will 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, distributed 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 is within 60 days after the 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 Associate and the payments provided hereunder are intended to be exempt from normal payment 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) distribution schedule for any tax, interest, remaining payments 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.distributions will resume.

Code Section 409A. Payments made pursuant to this The benefits described in and provided by the 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 discretionas amended, and without the Employee’s consent, amend this Agreement to cause it to comply with Code its corresponding regulations and related guidance (“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(h409A”), 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 is within 60 days after the 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 if it is determined that Section 409A applies to the Agreement. To the extent that any payments made under this Agreement are determined to be subject to Section 409A, the Company does not represent or warrant that following shall apply to such payment(s): (a) all payments to be made upon a termination of employment may only be made upon a “separation from service” under Section 409A; (b) for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation shall be treated as a separate payment of compensation; and (c) notwithstanding anything in this Agreement or to the payments provided hereunder will comply with Code contrary, if the Participant is a “specified employee” of a publicly traded corporation under Section 409A or and if payment of any other provision amount under this Agreement is required to be delayed for a period of federalsix (6) months after separation from service pursuant to Section 409A, state, local, or non-United States law. None payment of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers such amount 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 paid under this Agreementrequired by Section 409A, and the accumulated postponed amount shall be paid in a lump-sum payment within ten (10) days after the end of the six-month period (or within sixty (60) days after death, if earlier). 12 In no event may the Participant, directly or indirectly, designate the calendar year of a payment. No action or failure to act pursuant to this Section shall subject the Bank or the Holding Company thereof to any claim, liability, or expense, and its Subsidiaries neither the Bank nor the Holding Company shall have no any obligation to indemnify or otherwise protect the Employee Participant 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 (a) To the extent applicable. The Program and , this Agreement shall be administered and interpreted in a manner consistent accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this intent. If Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A, the Company may 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 Company determines are necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A, and/or (ii) comply with the requirements of Code Section 409A; provided, however, that this Section 6.8(a) shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (b) If Key Colleague is a “specified employee” (as defined in Code Section 409A), as determined by the Company in accordance with Code Section 409A, on the date of Key Colleague’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Key Colleague 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 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(h409A(a)(2)(B)(i), and amounts that would otherwise be payable then such portion delayed pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 6.8(b) shall instead be paid or distributed to Key Colleague in a lump sum on the first business day after earlier of (i) the date that is six (6) months 6)-months and one day following the EmployeeKey Colleague’s Termination (or upon the Employee’s deathSeparation from Service, 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 is within 60 days after the Termination due to Key Colleague’s death or Disability (as applicable); and (iii) the earliest date as is permitted under Code Section 409A. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) To the extent that any payments or reimbursements provided to Key Colleague under this Agreement are deemed to constitute compensation to Key Colleague to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the Employee’s Disability year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall be determined by not affect the Company amount of payments or expenses that are eligible for payment or reimbursement 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, and Key Colleague’s right to such payments or reimbursement of federal, state, local, any such expenses 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 (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 4(b)(ii) and 4(c)(ii) and (iv) 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 amounts are 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 amounts are 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. 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 Executive’s “termination of employment” shall mean Executive’s Separation from Service. (ii) If 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 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(o)(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 (66)-months following Executive’s Separation from Service, (B) months following 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 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 Executive’s “termination of employment” shall mean the Executive’s “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). b. 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 the 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 21(b) shall instead be paid or distributed to the Executive in a lump sum on the first business day after earlier of (i) the date that is six (6) months 6)-months following the EmployeeExecutive’s Termination Separation from Service, (ii) the date of the Executive’s death or upon (iii) the Employee’s deathearliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise provided herein. c. If the Executive and the Company determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), if earlier). For purposes (3) and (4) of the Code do not comply with Section 409A409A 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 applicable: (i) all payments provided hereunder that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be treated as 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. d. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of the Executive’s taxable year following the taxable year in its sole discretionwhich the Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of the payments provided hereunder are intended to be exempt from Executive shall not affect the amount eligible for reimbursement 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 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 AgreementExecutive, and the Company and its Subsidiaries Executive’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 pursuant to 9.1 Notwithstanding anything in this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A contrary, 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 amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A and this Agreement fails to comply with that section’s requirements, of 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 would otherwise be exempt from Code Section 409A. To payable or distributable hereunder by reason of the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunderExecutive’s Termination of Employment, the Employee shall such amount or benefit will not be deemed payable or distributable to have had a Termination Executive by reason of such circumstance unless (a) the Employee has incurred a circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition, a “Separation from Service”), or (b) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “Separation from Service” or such later date as may be required by Section 9.2 below. 9.2 Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s Separation from Service during a period in which he is a Specified Employee (as defined in Treasury Regulation §1.409A-1(hbelow), and amounts then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (a) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s Separation from Service; and (b) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the EmployeeExecutive’s Termination (including Retirement) shall instead Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following the Executive’s Separation from Service, whereupon the accumulated amount will 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, distributed 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 is within 60 days after the 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 Executive and the payments provided hereunder are intended to be exempt from normal payment 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) distribution schedule for any tax, interest, remaining payments 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.distributions will resume.

Code Section 409A. Payments made pursuant to this Agreement are This LTI Grant is intended to be exempt from from, or to otherwise comply with the provisions of Code with, Section 409A to of the extent applicable. The Program Code and this Agreement shall be interpreted, operated and administered and interpreted in a manner consistent with this such intent. If The Company reserves the right, to amend or modify this Agreement at any time, without the consent of the Participant or any other party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but 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 under any obligation to make any such amendment. Nothing in the Agreement or the Plan shall provide a basis for any person to take action against the Mondelēz Group based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the LTI ▇▇▇▇▇ made hereunder, and Mondelēz Group shall not under any circumstances have had any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary in the Agreement, if the Award is considered nonqualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) and is settled on or on a Termination unless date that is by reference to the Employee has incurred a Participant’s “separation from service” as defined in Treasury Regulation §1.409A-1(h)and the Participant is a “specified employee” (each within the meaning of Section 409A of the Code and each determined by the Company it its sole discretion) on the date the Participant experiences a separation from service, and amounts that would otherwise be payable pursuant to this Agreement during then the six-month period immediately following the Employee’s Termination Award (including Retirementor applicable portion thereof) shall instead be paid settled on the first business day after of the date that is six (6) months seventh month following the EmployeeParticipant’s Termination (or upon the Employee’s deathseparation from service, or, if earlier). For purposes , on the date of Code Section 409Athe Participant’s death, to the extent applicable: (i) all payments provided hereunder shall be treated as such delayed payment is required in order to avoid a right to a series of separate payments and each separately identified amount to which the Employee is entitled prohibited distribution under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date Section 409A 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 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 is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death 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. (i) To the extent required (A) any payments to avoid accelerated taxation and/or tax penalties which the Executive becomes entitled under Code this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A and applicable guidance issued thereunderof the Internal Revenue Code of 1986, as amended (the Employee shall not “Code”); (B) the Executive is deemed at the time of the Executive’s separation from service to be deemed to have had a Termination unless the Employee has incurred a “specified employee” under Section 409A of the Code; and (C) at the time of the Executive’s separation from service” service the Company is publicly traded (as defined in Treasury Regulation §1.409A-1(hSection 409A of Code), and amounts that would otherwise be payable pursuant then such payments (other than any payments permitted by Section 409A of the Code 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 within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (1) the first day of the seventh month following the EmployeeExecutive’s Termination separation from service or (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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii2) the date of the EmployeeExecutive’s Disability death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article IV, Section I shall be determined by paid to the Company Executive or the Executive’s beneficiary in its sole discretionone lump sum, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. Although this Agreement and For purposes of 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 or warrant that this Agreement or “Delayed Payment Interest Rate” shall mean the payments provided hereunder will comply with Code Section 409A or any other provision national average annual rate of federalinterest payable on jumbo six-month bank certificates of deposit, state, local, or non-United States law. None as quoted in the business section of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to most recently published Sunday edition of The New York Times preceding 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 Executive’s separation from the obligation to pay any taxes pursuant to Code Section 409A.service.

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 409A, to the extent applicable. The Program , and this Agreement shall be administered construed and interpreted in a manner consistent with this that intent. . (b) If and to the Company determines extent that any payments payment or benefit under this Agreement are is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A and this Agreement fails is payable to comply with that sectionthe Executive by reason of the Executive’s requirementstermination of employment, then (a) such payment or benefit shall be made or provided to 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 Executive only upon a “separation from service” as defined in Treasury Regulation §1.409A-1(hfor purposes of Code Section 409A under applicable regulations (a “Separation from Service”) and (b) if the Executive is a “specified employee” (within the meaning of Code Section 409A and as determined by the Company), and amounts that would otherwise such payment or benefit shall not 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 made or provided before the date that is six (6) months after the date of the Executive’s Separation from Service (or the Executive’s earlier death) to the extent required for compliance with Code Section 409A. In addition, if the Executive is a Specified Employee and receives continuing life insurance coverage under a group term life insurance policy following termination of employment, then, during the first six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409ASeparation from Service, to the extent applicable: (i) all payments provided hereunder shall be treated as such life insurance coverage provides a right to a series benefit in excess of separate payments $50,000 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company cannot pay for such coverage in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply compliance with the requirements of Code Section 409A, the Executive shall pay the Company does not represent for such coverage and, after the end of such six (6)-month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage. (c) To the extent any indemnification payment, expense reimbursement, or warrant that the provision of any in-kind benefit under this Agreement is determined to be subject to (and not exempt from) Code Section 409A, the amount of any such indemnification payment or expenses eligible for reimbursement, or the payments provided hereunder will comply 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 life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit, in each case to the extent required for compliance 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 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 is within 60 days after the 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 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 It is intended that each installment of the payments and benefits provided for in this Agreement are is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to be exempt the greatest extent possible, the exemptions from or to otherwise comply with the provisions application of Code Section 409A of the Code (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that any severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payment of such severance payments and/or benefits, as applicable. The Program , described in Sections 2(a) and this Agreement 2(b) 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” delayed 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 follows: on the first business day after earlier to occur of (i) the date that is six (6) months following the Employeeand one day after Executive’s Termination (Separation from Service 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of Executive’s death (such earlier date, 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“Delayed Initial Payment Date”), 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 federalsuccessor entity thereto, state, local, or non-United States law. None as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to payment of 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 had not been so delayed pursuant to Code this Section 409A.9(i).

Code Section 409A. Payments made pursuant to To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. Payments under this agreement are intended to be exempt from or Code Section 409A, and, if not exempt, to otherwise comply be compliant with the provisions requirements of Code Section 409A 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent applicableany payments are part of a plan or agreement that is subject to Code Section 409A and such payments are payable on termination of employment (or other similar concept), such payments shall only be made if the payment triggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (7th) calendar month following the date of Executive’s “separation from service” or the date of Executive’s death, if earlier. The Program and this Agreement For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be administered and interpreted in a manner consistent with this intentdeemed to be separate payments. If To the Company determines that extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A 409A, such reimbursements and this in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement fails may be amended to comply with that section’s requirements, the extent necessary (including retroactively) by 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 the application of taxes or interest 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, while maintaining to the maximum extent applicable: (i) all payments provided hereunder practicable the original intent of this Agreement. This Section 17 shall not be treated construed as a right to a series guarantee of separate payments and each separately identified amount to which the Employee is entitled any particular tax effect for Executive’s benefits under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the 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 guarantee that this Agreement or any such benefits will satisfy the payments provided hereunder will comply with provisions of 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 (a) It is the intention of Company and Employee that the provisions of Code this Agreement either (i) provide compensation that is not deferred compensation, or (ii) provide compensation that is deferred compensation exempt from Section 409A to of the extent applicable. The Program Code, or (iii) provide deferred compensation that complies with Section 409A of the Code and the rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement shall will 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 be exempt from Code Section 409A. . (b) 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 is a “separation from servicespecified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation §Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), and amounts after taking into account all available exemptions, that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the date event that is six (6) months following the Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled, without Employee’s Termination consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Employee of such provision. (or upon the Employee’s death, if earlier). d) For purposes of Code Section 409A, each installment of severance pay under Section 1.1(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Notwithstanding anything to the contrary contained herein, a Qualifying Termination shall occur 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 incurs a separate payment; (ii) “separation from service” with Company within the term “as soon as administratively possible” means a period meaning of time that is within 60 days after the Termination due to death or Disability (as applicableTreasury Regulation Section 1.409A-1(h); 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. (a) To the extent required (i) any payments to avoid accelerated taxation and/or tax penalties which Executive becomes entitled under Code this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A and applicable guidance issued thereunder, of the Employee shall not Code; (ii) Executive is deemed at the time of his separation from service to be deemed to have had a Termination unless the Employee has incurred a “specified employee” under Section 409A of the Code; and (iii) at the time of Executive’s separation from service” service the Company is publicly traded (as defined in Treasury Regulation §1.409A-1(hSection 409A of Code), and amounts that would otherwise be payable pursuant then such payments (other than any payments permitted by Section 409A of the Code 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 within six (6) months of Executive’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Executive’s separation from service or (y) the Employeedate of Executive’s Termination death following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding sentence, any payments which would have otherwise been made during that period (whether in a single sum or upon in installments) in the Employeeabsence of this Article X shall be paid to Executive or Executive’s deathbeneficiary in one lump sum. (b) To the extent any benefits provided under Article IV above are otherwise taxable to Executive, if earlier). For such benefits shall, for purposes of Code Section 409A409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. (c) In the extent applicable: (i) all case of any amounts payable to Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), Executive’s right to receive such payments provided hereunder shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). (d) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and each separately identified amount to which the Employee is entitled under Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the 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 409Ainterpreted, 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 Agreementoperated, 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.administered in a manner consistent with such intent.

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), 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 for purposes of Code Section 409A409A. Further, notwithstanding anything to the extent applicable: (i) contrary, all severance payments provided hereunder payable under the provisions of Section 10 shall be treated as a right paid 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) no later than the term “as soon as administratively possible” means a period last day of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) second calendar year following the calendar year in which occurs the date of the Employee’s Disability shall be determined by termination of employment. None of the Company in its sole discretion. Although payments under this Agreement and the payments provided hereunder are intended to be exempt from or 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 otherwise comply with the requirements of Code Section 409Aadminister and interpret this Agreement to carry out such intentions. However, the Company Employer does not represent represent, warrant or warrant guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in the Employee’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the payments provided hereunder will comply with Code Section 409A or any similar state statute or regulation. Notwithstanding any other provision of federalthis Agreement, state, local, or non-United States law. None 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) of the CompanyCode, its Subsidiaries, or their respective directors, officers, employees or advisers the payment shall be liable 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 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 Separation Date or, if earlier, on the date of the Employee’s death. The amount of any payment that would otherwise be 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 made pursuant to The parties intend that the provisions of this Agreement either (i) are intended to be exempt grandfathered from the requirements of Section 409A of the Code or to otherwise (ii) comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to the extent applicable. The Program and this Agreement grandfather rules or the short-term deferral exception, then those provisions shall be administered interpreted and interpreted applied in a manner consistent with this intent. If that does not result in a violation of the Company determines that any payments under this Agreement are subject to requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such rules or such exception.” If and to the extent 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 may be deemed to have had a Termination unless create an arrangement subject to 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 requirements of Code Section 409A, then no amounts which become payable by reason of the Executive’s cessation of service shall actually be issued or distributed to the extent applicable: Executive prior to the earlier of (i) all payments provided hereunder shall be treated as a right the first day of the seventh (7th) month following the date of his Separation from Service due to a series such cessation of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; service or (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive’s Disability shall death, if the Executive is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Company in its sole discretion. Although this Agreement accordance with consistent and the payments provided hereunder are intended uniform standards applied 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 all other Code Section 409A or any other provision of federal, state, local, or non-United States law. None arrangements of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Sectio409A(a)(2). The deferred payments shall be liable to paid in a lump sum on the Employee first day of the seventh (or any other individual claiming a benefit through 7th) month following the Employee) for any taxdate of the Executive’s Separation from Service or, interestif earlier, or penalties the Employee may owe as a result first day of compensation paid under this Agreement, and the month immediately following the date the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect receives proof of the Employee from the obligation to pay any taxes pursuant to Code Section 409A.Executive’s death.

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 (6) 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 is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the 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 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 (a) Notwithstanding anything is this Agreement to cause it the contrary, any benefits payable by the Bank to comply with Code the Officer which constitute a “deferral of compensation” as that term is defined in Treasury Regulations Section 409A or 1.409A-l (b), and which are payable by reason of the Officer’s termination, shall not be payable unless the Officer’s termination of employment qualifies as a “separation of service” as that term is defined in Treasury Regulations Section 1.409A-l (h) (“Separation from Service”). (1) Notwithstanding anything in this Agreement to the contrary, if the Officer is considered a Specified Employee (as defined below), any benefit distributions which would otherwise be exempt made to the Officer due to a Separation from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties Service which are limited under Code Section 409A and applicable guidance issued thereunderbecause the Officer is a Specified Employee, the Employee shall not be deemed to have had a Termination unless made during the Employee has incurred a “separation first six months following Separation from service” as defined in Treasury Regulation §1.409A-1(h)Service. Rather, and amounts that any distribution which would otherwise be payable pursuant paid to this Agreement the Officer during such period shall be accumulated and paid to the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid Officer in a lump sum on the first business day after of the date that is six (6) months seventh month following the Separation from Service. All subsequent distributions shall be paid in the manner specified in this Agreement. (2) For purposes of this Agreement, the term “Specified Employee’s Termination ” means an employee who at the time of termination of employment is a key employee of the Bank, if any stock of the Bank (or upon the Employee’s death, if earlier)Company) is publicly traded on an established securities market or otherwise. For purposes of Code Section 409Athis Agreement, to an employee is a key employee if 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 is within 60 days after the 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 employee meets the requirements of Code Section 409A416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5) at any time during the 12-month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the Company does not represent or warrant that employee is treated as a key employee for purposes of this Agreement or during the payments provided hereunder will comply with Code Section 409A or any other provision twelve-month period that begins on the first day of federal, state, local, or non-United States law. None April following the close 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.identification period.

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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement are intended or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to be exempt from or such payment vests (i.e., is not subject to otherwise comply with a substantial risk of forfeiture for purposes of Section 409A of the provisions Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning 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 is within 60 days after the 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, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive upon termination of employment, the Company does not represent or warrant shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that this Agreement or any such amounts would be paid to the payments provided hereunder will comply with Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable to the Executive after his termination of employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive on account of his separation from service before the date which is six (6) months after the date of his separation from service (or if earlier, the date of death of the Executive) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by Code Section 409A shall be paid to the Executive as soon as permitted by Code Section 409A without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other provision of federal, state, local, or non-United States law. None year; (ii) reimbursements shall be paid no later than the end of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to calendar year following the Employee (or any other individual claiming a benefit through year in which the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this AgreementExecutive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and its Subsidiaries (iii) the right to reimbursement or in-kind benefits shall have no obligation not be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.exchange for another benefit.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with (a) It is the intention of Company and Executive that the provisions of Code this Agreement comply with Section 409A to of the extent applicable. The Program Code and the rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “409A”), and all provisions of this Agreement shall will 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 be exempt from Code Section 409A. 409A. (b) 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 Executive is a “separation from servicespecified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation §Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), and amounts after taking into account all available exemptions that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the date event that is six Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (6but will have no obligation) months following without Executive’s consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the Employee’s Termination greatest extent commercially practicable, maintain the economic value to Executive of such provision. (or upon the Employee’s death, if earlier). d) For purposes of Code 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). (e) Except as permitted by Section 409A, the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the extent applicable: (i) all payments continued benefits provided hereunder shall be treated as a right to a series Executive in any other calendar year, and the amount of separate payments and each separately identified amount any costs of purchasing benefits reimbursed pursuant to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) paid to Executive no later than the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date last day of the Employee’s Disability shall be determined calendar year following the calendar year in which such costs are incurred by Executive. (f) Neither Executive nor any creditor or beneficiary of Executive will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with Company in its sole discretion. Although or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the payments provided hereunder are intended “Company Plans”) to be exempt from any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or to otherwise comply with the requirements of Code garnishment. Except as permitted by Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of Executive under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to 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.affiliate thereof.

Code Section 409A. Payments made Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement are intended or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to be exempt from or such payment vests (i.e., is not subject to otherwise comply with a substantial risk of forfeiture for purposes of Section 409A of the provisions Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning 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 is within 60 days after the 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, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive after termination of employment, the Company does not represent or warrant shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that this Agreement or any such amounts would be paid to the payments provided hereunder will comply with Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable to the Executive after his termination of employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive on account of his separation from service before the date which is six (6) months after the date of his separation from service (or if earlier, the date of death of the Executive) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by the prior sentence shall be paid to the Executive as soon as permitted by Code Section 409A, without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other provision of federal, state, local, or non-United States law. None year; (ii) reimbursements shall be paid no later than the end of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to calendar year following the Employee (or any other individual claiming a benefit through year in which the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this AgreementExecutive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and its Subsidiaries (iii) the right to reimbursement or in-kind benefits shall have no obligation not be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.exchange for another benefit.

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 (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 is within 60 days after the 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 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 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 (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: (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 is within 60 days after the Termination due to death 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 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 (6) 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 is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the 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 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 (6) 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 is within 60 days after the Termination due to death or Disability (as applicable); interpreted and (iii) the date of the Employee’s Disability shall be determined by the Company administered 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 (i) This Agreement 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 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance 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 series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent applicable. The Program and this Agreement required by Section 409A of the Code or to satisfy such exception, no amount shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject payable pursuant to Code Section 409A and this Agreement fails to comply with that sectionsuch sections unless 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 termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts that would otherwise be payable to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 10(o)(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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 (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 (6) 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 is within 60 days after the Termination due to death 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 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 will be so administered. References to a termination of employment in Section 6 and/or 7 of this Agreement shall be administered and interpreted in mean the date of a manner consistent with this intent"separation from service" within the meaning of Section 409A(a)(2)(A)(i). If the Company determines 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 any payments would otherwise have been payable 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 discretionas a result of, 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 within the first business day after the date that is 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 Employee’s Termination (or upon date of the Employee’s deathExecutive's separation 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 shall be treated as 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 right to a series violation 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined 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 its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although The Executive agrees that the Company may amend this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply Agreement, with the requirements consent of Code Section 409Athe 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 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 To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code and all regulations, guidance, or other interpretative authority thereunder (“Section 409A”). The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement are intended to be exempt from or to otherwise comply with that is considered deferred compensation within the provisions meaning of Code Section 409A be made 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 Executive unless the Employee he has incurred a “separation from service (as defined in Section 409A). In the event Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the lapse of six (6) months after a separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts then any such payments of deferred compensation that would otherwise be payable pursuant are required 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 in a single lump sum may not be made until the date that which is six (6) months following after Executive’s separation from service. Furthermore, the Employee’s Termination first six (or upon the Employee’s death, if earlier). For purposes 6) months of Code Section 409A, any such payments of deferred compensation that are required to the extent applicable: (i) all payments provided hereunder be paid in installments shall be treated as a right to a series paid at the beginning of separate the seventh month following Executive’s separation from service. All remaining installment payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated made as a separate payment; (ii) would ordinarily have been made under the term “as soon as administratively possible” means a period provisions of time that is within 60 days after the 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 10.1 To the extent a payment hereunder is, or shall become, subject to the application of Code Section 409A, the following shall apply: (a) The Corporation may delay payment hereunder only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payments that the Corporation reasonably anticipates will be subject to the application of Code Section 162(m), or will violate Federal securities laws or other applicable law; provided that any such delayed payment will be made pursuant at the earliest date at which the Corporation reasonably anticipates that the making of the payment would not cause such a violation; (b) The time or schedule of payment hereunder may be accelerated only upon such events and conditions as the IRS may permit in generally applicable published regulatory or other guidance under Code Section 409A, including, without limitation, payment to a person other than the Executive to the extent necessary to fulfill the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)) or payment of the amount required to be included in income for the Executive as a result of failure of this Agreement are intended at any time to be exempt from or to otherwise comply with meet the provisions requirements of Code Section 409A with respect to the extent applicable. The Program Executive; (c) If, as of the date Executive’s employment terminates, (1) any stock of the Corporation is publicly traded on an established securities market or otherwise; and this Agreement shall be administered and interpreted in (2) a manner consistent with this intent. If the Company determines that any payments payment is payable under this Agreement are subject due to Code Section 409A and this Agreement fails a termination of employment which is considered 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 for purposes of the rules under Treasury Regulation §1.409A-1(hSection 1.409A-3(i)(2) (payments to specified employees upon a separation from service); and (3) the Executive is determined to be a “specified employee” (as determined under Treasury Regulation Section 1.409A-1(i)), and amounts that would otherwise then the payment shall 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 delayed until a date that is six (6) months following after the Employeedate Executive’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, employment terminates to the extent applicable: (i) all payments provided hereunder shall be treated as a right necessary 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 is within 60 days after the 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 409A409A and related Treasury Regulations; provided, the Company does not represent or warrant however, that this Agreement or the payments provided hereunder will to which the Executive would have been entitled during such six (6) month period, but for this Section 10.1(c), shall be accumulated and paid to the Executive on the first (1st) day of the seventh (7th) month following the date Executive’s employment terminates; and (d) This Agreement is intended to comply with the requirements of Code Section 409A or any and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time. To the extent a provision of federalthis Agreement is contrary to or fails to address the requirements of Code Section 409A and related Treasury Regulations, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers this Agreement shall be liable construed and administered as necessary to comply with such requirements 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 extent allowed under applicable Treasury Regulations until this Agreement, and the Company and its Subsidiaries shall have no obligation Agreement is appropriately amended to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.comply with such requirements.

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 (6) 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 is within 60 days after an eligible expense must be made no later than the Termination due to death or Disability (as applicable)last day of calendar year following the calendar year in which the 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 The parties intend that the provisions of this Agreement either (i) are intended to be exempt grandfathered from the requirements of Section 409A of the Code or to otherwise (ii) comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to the extent applicable. The Program and this Agreement grandfather rules or the short-term deferral exception, then those provisions shall be administered interpreted and interpreted applied in a manner consistent with this intent. If that does not result in a violation of the Company determines that any payments under this Agreement are subject to requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such rules or such exception.” If and to the extent this Agreement fails may be deemed to comply with that sectioncreate an arrangement subject to the requirements of Section 409A, then no amounts which become payable by reason of the Executive’s requirementscessation of service shall actually be issued or distributed to the Executive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such cessation of service or (ii) the date of the Executive’s death, if the Executive is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Company may, at the Company’s sole discretion, in accordance with consistent and without the Employee’s consent, amend this Agreement uniform standards applied to cause it to comply with all other Code Section 409A or arrangements of the Company, and such delayed commencement is otherwise be exempt from required in order to avoid a prohibited distribution under Code Section 409A. To 409A(a)(2). The deferred payments shall be paid in a lump sum on the extent required first day of the seventh (7th) month following the date of the Executive’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of the Executive’s death. For purposes of this Agreement, the term “Separation from Service” shall have the meaning ascribed to avoid accelerated taxation and/or tax penalties such term under Code Section 409A and applicable guidance the Treasury Regulations 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 is within 60 days after the 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 (a) 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 construed and interpreted in a manner consistent accordance with this such intent. If the Company determines that any payments under this Agreement are subject The Executive’s termination of employment (or words 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 similar effect) shall not be deemed to have had a Termination occurred for purposes of this Agreement unless the Employee has incurred such termination of employment constitutes a “separation from service” as defined within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (b) Notwithstanding any provision in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during to the six-month period immediately following contrary, if the Employee’s Termination (including Retirement) shall instead be paid Executive is deemed on the first business day after date of the date Executive’s separation from service to be a “specified employee” within the meaning of that is six (6term under Code Section 409A(a)(2)(B) months following and using the Employee’s Termination (identification methodology selected by the Company from time to time, or upon if none, the Employee’s death, if earlier). For purposes of default methodology set forth in Code Section 409A, then with regard to any payment or any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive’s separation from service, to the extent applicable: required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s separation from service, and (ii) the date of the Executive’s death (the “Delay Period”). On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments provided hereunder delayed pursuant to this Section 14 shall be treated as paid or reimbursed to the Executive in a right to a series of separate lump sum, and any remaining payments and each separately identified amount benefits due to which the Employee is entitled Executive under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c) of this Agreement) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (d) If under this Agreement, any amount is to be paid in two or more installments, each such installment shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the 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 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 Agreement are (i) This Release is not intended to be exempt from or provide for any deferral of compensation subject to otherwise comply with the provisions of Code Section 409A to of the extent applicable. The Program and this Agreement Code, and, accordingly, the amounts payable hereunder shall be administered paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and interpreted in a manner consistent with this intent. If (B) the fifteenth (15th) day of the third month following first taxable year of the Company determines that any payments under this Agreement in which such amounts are no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. Each series of installment payments made under this Agreement fails to comply with that section’s requirements, Release is hereby designated as a series of “separate payments” 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 meaning of Section 409A or otherwise be exempt from Code Section 409A. of the Code. (ii) To the extent required to avoid accelerated taxation and/or tax penalties under Code applicable, this Release shall be interpreted in accordance with the applicable exemptions from Section 409A and applicable guidance issued thereunderof the Code. To the extent that any provision of the Release is ambiguous as to its compliance with Section 409A of the Code, the Employee provision shall not be deemed read in such a manner that no payments payable under this Release shall be subject to have had a Termination unless the Employee has incurred a an “separation from serviceadditional tax” as defined in Section 409A(a)(1)(B) of the Code. (iii) Any reimbursement of expenses or in-kind benefits payable under this Release shall be made in accordance with Treasury Regulation §1.409A-1(h), Section 1.409A-3(i)(1)(iv) 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 or before the first business last day after the date that is six (6) months of Executive’s taxable year following the Employeetaxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s Termination (will not affect the amount eligible for reimbursement or upon the Employeein-kind benefits payable in any other taxable year of Executive’s, and Executive’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 reimbursement for such amounts shall not be subject 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 is within 60 days after the Termination due to death liquidation 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 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 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 (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: (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 is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death 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 (a) Notwithstanding anything in this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A contrary, 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 amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A and this Agreement fails to comply with that section’s requirementsof the Internal Revenue Code of 1986, as amended (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 “Code”) would 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 thereunderpayable or distributable hereunder by reason of Executive’s termination of employment, the Employee shall such amount or benefit will not be deemed payable or distributable to have had a Termination Executive by reason of such circumstance unless (i) the Employee has incurred a circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by Subsection 15(b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s Separation from Service during a period in which he is a Specified Employee (as defined in Treasury Regulation §1.409A-1(hbelow), and amounts then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s Separation from Service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Executive’s Separation from Service will be accumulated and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the Employeeearlier of Executive’s Termination (including Retirement) shall instead death or the first day of the seventh month following Executive’s Separation from Service, whereupon the accumulated amount will 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, distributed 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 is within 60 days after the 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 Executive and the payments provided hereunder are intended to be exempt from normal payment 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) distribution schedule for any tax, interest, remaining payments 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.distributions will resume.

Code Section 409A. Payments made pursuant to It is intended that all of the benefits and payments under this Agreement are intended satisfy, to be exempt the greatest extent possible, the exemptions from or to otherwise comply with the provisions application of Code Section 409A to the extent applicable. The Program provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and interpreted any definitions hereunder) will be construed in a manner consistent that complies with this intent. If the Company determines that any payments under this Agreement are subject to August 18, 2018 Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, incorporates by reference all required definitions 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)payment terms. For purposes of Code Section 409A409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to the extent applicable: receive any installment payments under this Agreement (iwhether severance payments, reimbursements or otherwise) all payments provided hereunder shall will be treated as a right to receive a series of separate payments and and, accordingly, each separately identified amount to which the Employee is entitled under this Agreement shall installment payment hereunder will at all times be treated as considered a separate and distinct payment; . Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by your death (such earlier date, 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“Delayed Initial Payment Date”), the Company does not represent or warrant that this Agreement or will (A) pay to you a lump sum amount equal to the sum of the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable payments had not been delayed 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 Agreementparagraph, and (B) commence paying the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect balance of the Employee from payments in accordance with the obligation to pay applicable payment schedules set forth above. No interest will be due on any taxes pursuant to Code Section 409A.amounts so deferred.

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 (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 is within 60 days after the Termination due to death 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 this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A 17.8.2.1. Notwithstanding anything else to the contrary herein, to the maximum extent applicable. The Program and permitted, 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 409A or in compliance therewith, as applicable. In furtherance thereof, if payment or provision of any amount or benefit hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent required to avoid accelerated taxation and/or tax penalties that any regulations or guidance issued under Code Section 409A and applicable guidance issued thereunder(after application of the previous provision of this paragraph) would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the Employee Company and the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein. 17.8.2.2. 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 are considered nonqualified deferred compensation under Code Section 409A 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(h), within the meaning of Code Section 409A and amounts that the payment thereof prior to a “separation from service” would otherwise be payable pursuant to violate Code Section 409A. For purposes of any such provision of this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms 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)mean “separation from service.” 17.8.2.3. For purposes of Code Section 409A, the Executive's right to the extent applicable: (i) all receive any installment payments provided hereunder 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 ▇▇▇▇▇▇ Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company, as the case may be. 17.8.2.4. With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A: (A) all expenses or other reimbursements provided herein shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 17.8.2.5. If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive's death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and each separately identified amount benefits delayed pursuant to which this Section (whether they would have otherwise been payable in a single sum or in installments in the Employee is entitled absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and 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 is within 60 days after the Termination due to death paid or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company provided 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 (a) Anything in this Agreement are intended to be exempt the contrary notwithstanding, if at the time of the EMPLOYEE’s separation from or to otherwise comply with service within the provisions meaning of Code Section 409A of the IRC, TBOP’s stock is publicly traded on an established securities market or otherwise and TBOP determines that the EMPLOYEE is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the IRC, then to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If any payment or benefit that the Company determines that any payments EMPLOYEE becomes entitled to under this Agreement are on account of the EMPLOYEE’s separation from service would be considered deferred compensation subject to Code the 20% additional tax imposed pursuant to Section 409A and this Agreement fails to comply with that section’s requirements409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, 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 such payment shall not be deemed to have had a Termination unless payable and such benefit shall not be provided until the Employee has incurred a “date that is the earlier of (i) six months and one day after the EMPLOYEE’s separation from service” as defined in Treasury Regulation §1.409A-1(h), and or (ii) the EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise be payable pursuant to this Agreement have been paid during the six-month period immediately following but for the Employee’s Termination application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of separation from service occurs, from such date of separation from service until the payment. To the extent that the foregoing applies to the provision of any ongoing medical benefits to the EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the EMPLOYEE, the EMPLOYEE shall pay the full costs of premiums for such medical benefits during the six-month period and TBOP shall pay the EMPLOYEE an amount equal to the amount of such premiums paid by the EMPLOYEE during the six-month period within ten (including Retirement10) shall instead be paid on the first business day days after the date that is six conclusion of such period. (6b) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For Solely for purposes of Code Section 409A409A of the IRC, to the extent applicable: each installment payment of severance is considered a separate payment. (ic) all payments All in-kind benefits 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 expenses eligible for reimbursement under this Agreement shall be treated as a separate payment; (ii) provided by TBOP or incurred by the term “EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively possible” means a period of time that is within 60 days practicable, but in no event shall any reimbursement be paid after the Termination due to death or Disability (as applicable); and (iii) the date last day of the Employeetaxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the IRC, and to the extent that such payment or benefit is payable upon the EMPLOYEE’s Disability termination of employment, then such payments or benefits shall be determined by payable only upon the Company EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made 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 nonpresumptions set forth in Treasury Regulation § 1.409A-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.l(h).

Code Section 409A. Payments made (i) The intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the final treasury regulations and other legally binding guidance promulgated thereunder (collectively, “Section 409A of the Code”).Accordingly, the severance payments payable under Sections 5(c)(ii) and 5(c)(iii) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to 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 Section 409A of the Code. To the maximum extent permitted, this Agreement shall be interpreted in accordance with Section 409A of the Code. For purposes of Section 409A of the Code, Executive’s right to receive installment payments pursuant to this Agreement are intended will be treated as a right to be exempt from or to otherwise comply with the provisions receive a series of Code separate and distinct payments. (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If that the Company determines that any 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 (66)-months following Executive’s Separation from Service, (B) months following 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 would reasonably be expected to cause the application of an accelerated or additional tax under Section 409A of the Code Executive and the Company agree to amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A of the Code or damages for failing to comply with Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 or to otherwise comply with If the provisions of Code Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A of the Code (Section 409A, together, with any state law of similar effect, “Section 409A”) and [Executive/Employee] is, at the time of the separation from service, a “specified employee” of the Company (or any successor entity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent applicable. The Program and this Agreement necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefits 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” delayed 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 follows: on the first business day after earlier to occur of (i) the date that is six (6) months following the and one day after [Executive’s/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 ’s] separation from service and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term date of [Executive’s/Employee’s] death (such earlier date, the “as soon as administratively possible” means a period of time that is within 60 days after Delayed Initial Payment Date”), the Termination due to death Company (or Disability (the successor entity thereto, as applicable); ) shall (A) pay to [Executive/Employee] a lump sum amount equal to the sum of the Severance Benefits that [Executive/Employee] would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 10 and (iiiB) commence paying the date balance of the Employee’s Disability shall be determined by the Company Severance Benefits 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 original payment schedules set forth above. For the avoidance of Code doubt, it is intended that (1) each installment of the Severance Benefits is a separate “payment” for purposes of Section 409A, (2) all Severance Benefits satisfy, to the Company does not represent or warrant that this Agreement or greatest extent possible, the payments provided hereunder will comply with Code exemptions from the application of Section 409A or any other provision provided under of federalTreasury Regulations Sections 1.409A-1(b)(4), state1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), localand (3) the Severance Benefits consisting of premiums paid under COBRA also satisfy, 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 greatest extent possible, 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 exemptions from the obligation to pay any taxes pursuant to Code application of Section 409A.409A provided under Treasury Regulation Section 1.409A-1(b)(9)(v).

Code Section 409A. Payments made pursuant to this 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 and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted with such intent. Each payment under Section 10 of this Agreement or otherwise any Corporation benefit plan is intended to be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under treated as one of a series of separate payments for purposes of Code Section 409A and applicable guidance issued thereunder, the Employee shall Treasury Regulation § 1.409A-2(b)(2)(iii). Any payment under Section 10 that is subject to Code Section 409A will 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 made before the date that is six (6) months following after the Employee’s Termination (or upon the Employee’s deathdate of termination or, if earlier, the date of Executive’s death (the “Six-Month Delay Rule”) if Executive is a Specified Employee (as defined below) as of Executive’s termination of employment. Payments to which Executive otherwise would be entitled during the first six months following Executive’s termination of employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following Executive’s termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treasury Regulation § 1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal to the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s termination of employment occurs, and (2) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which Executive’s termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to Executive by the Corporation under Section 10 above. For purposes of Code Section 409Athis Agreement, 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 possibleSpecified Employee” means a period of time has the meaning given to that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company term 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 and Treasury Regulation § 1.409A-1(i) (or other similar or successor provisions). The Corporation’s “specified employee identification date” (as described in Treasury Regulation § 1.409A-1(i)(3) or any other provision similar or successor provisions) will be December 31 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 Agreementeach year, and the Company and its Subsidiaries shall have no obligation to indemnify Corporation’s “specified employee effective date” (as described in Treasury Regulation § 1.409A-1(i)(4) or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.similar or successor provisions) will be April 1 of each succeeding year.

Code Section 409A. Payments made pursuant to It is intended that all of the benefits and payments under this Agreement are intended satisfy, to be exempt the greatest extent possible, the exemptions from or to otherwise comply with the provisions application of Code Section 409A to the extent applicable. The Program provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A- 1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and interpreted any definitions hereunder) will be construed in a manner consistent that complies 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, incorporates by reference all required definitions 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)payment terms. For purposes of Code Section 409A409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to the extent applicable: receive any installment payments under this Agreement (iwhether severance payments, reimbursements or otherwise) all payments provided hereunder shall will be treated as a right to receive a series of separate payments and and, accordingly, each separately identified amount to which the Employee is entitled under this Agreement shall installment payment hereunder will at all times be treated as considered a separate and distinct payment; . Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by your death (such earlier date, 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“Delayed Initial Payment Date”), the Company does not represent or warrant that this Agreement or will (A) pay to you a lump sum amount equal to the sum of the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the Companypayments had not been delayed pursuant to this paragraph, its Subsidiaries, or their respective directors, officers, employees or advisers shall and (B) commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be liable due on any amounts so deferred. Notwithstanding anything 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 contrary in this Agreement, and the Company and its Subsidiaries you shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay be responsible for any taxes pursuant to Code imposed on the recipient of the compensation and benefits set forth in this Agreement including without limitation any taxes under Section 409A.409A of the Code.

Code Section 409A. Payments made pursuant to It is intended that all of the benefits and payments under this Agreement are intended satisfy, to be exempt the greatest extent possible, the exemptions from or to otherwise comply with the provisions application of Code Section 409A to the extent applicable. The Program provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and interpreted any definitions hereunder) will be construed in a manner consistent that complies 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, incorporates by reference all required definitions 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)payment terms. For purposes of Code Section 409A409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to the extent applicable: receive any installment payments under this Agreement (iwhether severance payments, reimbursements or otherwise) all payments provided hereunder shall will be treated as a right to receive a series of separate payments and and, accordingly, each separately identified amount to which the Employee is entitled under this Agreement shall installment payment hereunder will at all times be treated as considered a separate and distinct payment; . Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by your death (such earlier date, 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“Delayed Initial Payment Date”), the Company does not represent or warrant that this Agreement or will (A) pay to you a lump sum amount equal to the sum of the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable payments had not been delayed 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 Agreementparagraph, and (B) commence paying the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect balance of the Employee from payments in accordance with the obligation to pay applicable payment schedules set forth above. No interest will be due on any taxes pursuant to Code Section 409A.amounts so deferred. Page Seven

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 To the extent applicable. The Program and , this Agreement shall be administered and interpreted in a manner consistent accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this intentAgreement (“Section 409A”). If To the extent that the Company determines that any payments portion of the Award may be or become subject to Section 409A, the Company may amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A; provided, however, that nothing in this Agreement shall create any obligation on the part of the Company to adopt any such amendment or take any such other action or any liability for doing so or failure to do so. Notwithstanding anything to the contrary in this Agreement, no amounts payable under this Agreement are subject shall be paid to Code Section 409A and this Agreement fails the Participant prior to comply with that sectionthe expiration of the six-month period following the Participant’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(within the meaning of Code Section 409A(a)(2)(A)(i), and ) to the extent that the Company determines that paying such amounts that would otherwise be payable pursuant prior to this Agreement during the expiration of such six-month period immediately following would result in a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the Employee’s Termination (including Retirement) shall instead be paid payment of any such amounts is delayed as a result of the previous sentence, then on the first business day after the date that is six (6) months following the Employee’s Termination end of the applicable six-month period (or such earlier date upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall which such amounts can be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled paid under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that is within 60 days after the 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 federalwithout resulting in a prohibited distribution, 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 including as a result of compensation the Participant’s death), such amounts shall be paid under this Agreement, and to 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.

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 due to death Termination, Disability or Disability Change in 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 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 EmployeeParticipant’s Termination 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 is within 60 days after the 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 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 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 due to death Termination, Disability or Disability Change in 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 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 is within 60 days after the 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 This Agreement and the payments provided Restricted Stock Units and Dividend Equivalents granted hereunder are intended to be exempt from or to otherwise comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A409A of the Code, each payment due with respect to the grant of Restricted Stock Units hereunder shall be considered a separate payment and the Participant’s entitlement to a series of payments with respect to the grant of Restricted Stock Units hereunder is to be treated as an entitlement to a series of separate payments. Any payments to be made under this Agreement as a result of the Participant’s termination of employment shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). Any provision of this Agreement to the contrary notwithstanding, if the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of his or her Separation from Service, any payment to be made under this Agreement upon such Separation from Service will not be paid until six months after the date of the Participant’s Separation from Service (or, if earlier, the Company does not represent or warrant that this Agreement or date of the payments provided hereunder will comply with Code Participant’s death) if required under Section 409A or of the Code. In such case, any other provision payment so delayed shall be paid in a single lump sum on the first business day following the sixth-month anniversary of federalthe Participant’s Separation from Service (or, stateif earlier, local, or non-United States lawupon the Participant’s death). None of the Company, Company or its Subsidiaries, or their respective directors, officers, employees or advisers Affiliates shall be liable to the Employee (or any other individual claiming a benefit through the Employee) Participant for any payment made under this Agreement or with respect to any Restricted Stock Unit, which is determined to result in an additional tax, interestpenalty or interest under Section 409A of the Code, or penalties the Employee may owe as a result of compensation paid nor for reporting, in good faith, any payment made under this Agreement, and Agreement or with respect to any Restricted Stock Unit as an amount includible in gross income under Section 409A of 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 (A) The Executive’s right to this Agreement any series of payments, including without limitation taxable benefits, that are intended to be exempt from paid 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 provided under this Agreement are subject and that is eligible to Code Section 409A and this Agreement fails be treated as a right 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 a series of separate payments 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(hsection 1.409A-2(b)(2)(iii), 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, in particular but not limited to the extent applicable: (iExecutive’s right to the series of benefits under Sections 6.1(I) all payments provided hereunder through 6.1(O), shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code, including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation section 1.409A-1(b)(4). (B) Any provision of this Agreement to the contrary notwithstanding, if the Executive is a Specified Employee on the date of a Separation from Service, any payment or benefit to be paid or provided pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and each separately identified that is payable due to a Separation from Service during the six month period following the Separation from Service shall not be paid before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of the Executive) and shall instead be accumulated and paid on the first day of the seventh month following the date of the Separation from Service (or, if earlier, within 14 days after the death of the Executive), in accordance with Treasury Regulation section 1.409A-3(i)(2)(ii). The preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit if and to the Employee extent that such amount or benefit is entitled under this Agreement not subject to Section 409A of the Code as a result of Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise. (C) If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, the Executive is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Executive shall be treated as a separate payment; Specified Employee for purposes of Section 12(B) above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Executive shall be treated as a Specified Employee for purposes of Section 12(B) above shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. The Executive hereby irrevocably (i) consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Agreement, and (ii) agrees that the term “Executive’s consent to any such Different Identification Method or Different Election shall be as soon effective as administratively possible” means a period of time that is within 60 days after the Termination due to death if such Different Identification Method or Disability (as applicable); Different Election were fully set forth herein, and (iii) waives any right he or she may have to consent to the date of Different Identification Method or Different Election in question if for any reason the EmployeeExecutive’s Disability shall consent to such Different Identification Method or Different Election is not legally effective. (D) Any payments that may be determined by the Company in its sole discretion. Although made and benefits that may be provided pursuant to this Agreement and the payments provided hereunder are intended to be exempt qualify for an exclusion from or Section 409A of the Code (including without limitation the exclusion for certain welfare benefits under Treasury Regulation section 1.409A-1(a)(5), the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), and the exclusions for separation pay plans under Treasury Regulation section 1.409A-1(b)(9)), and/or are intended to otherwise comply with meet the requirements of Code Section 409A409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided pursuant to this Agreement will be includible in the Executive’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Agreement shall be administered, interpreted and construed to carry out such intentions, and any provision of this Agreement that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, any provision of this Agreement to the contrary notwithstanding, the Company does not represent represent, warrant or warrant guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement or will not be includible in the payments provided hereunder will comply with Code Executive’s federal gross income pursuant to Section 409A or 409A(a)(1)(A) of the Code, nor does the Company make any other provision of federalrepresentation, state, local, warranty or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable guaranty to the Employee (or any other individual claiming a benefit through Executive as to the Employee) for any tax, interest, or penalties the Employee may owe as a result tax consequences 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 It is intended to be exempt from or to otherwise comply with that each installment of the provisions of Code Section 409A to the extent applicable. The Program payments and benefits provided for in this Agreement shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that this Agreement and payment of the amounts set forth in this Agreement shall (a) satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”), including under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), or (b) be construed and administered and interpreted in a manner consistent accordance with this intent. If Section 409A. However, if the Company (or, if applicable, the successor entity thereto) determines that any the severance payments and benefits provided under this Agreement are subject to Code (the “Agreement Payments”) constitute “nonqualified deferred compensation” under Section 409A and Executive is, on the date of Executive’s Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments and benefits provided for in 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 shall 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” delayed 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 follows: on the first business day after earlier to occur of (i) the date that is six (6) months following the Employeeand one day after Executive’s Termination (Separation from Service 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 date of Executive’s death (such earlier date, the “as soon as administratively possible” means a period of time that is within 60 days after Delayed Initial Payment Date”), the Termination due to death Company (or Disability (the successor entity thereto, as applicable); and (iii) shall pay to Executive a lump sum amount equal to the date applicable payment or benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Employee’s Disability shall be determined by payment of the payment or benefit had not been so delayed pursuant to this Section 9(j). Notwithstanding the foregoing, the Company in its sole discretion. Although makes no representations that the payments and benefits provided under 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 in no event shall the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A be liable for all or any other provision portion of federalany taxes, 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 taxpenalties, interest, or penalties the Employee other expenses that may owe as a result be incurred by Executive on account 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 non-compliance with 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 (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: (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 is within 60 days after in no event will extend beyond the later of the end of the Employee’s taxable year in which Termination due to death 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 (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 is within 60 days after the 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 it will 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 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 (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 is within 60 days after the 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 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 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 is within 60 days after the 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 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 (6) 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) interpreted and administered in accordance with the term “as soon as administratively possible” means a period of time intent that is within 60 days after the Termination due Participant not be subject to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by tax under Section 409A. Neither the Company in nor any of 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 Subsidiaries 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 its Subsidiaries 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 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 EmployeeParticipant’s Termination 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 25% 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 Initial Vesting Date thereafter under this Agreement Section 2(a) 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 is within 60 days after the 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 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, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or nor 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 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 its Subsidiaries 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 This Performance Share Award is 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 this Agreement shall be interpreted, operated and administered and interpreted in a manner 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 this Agreement provides for the Performance Share Award to avoid accelerated taxation and/or tax penalties under Code Section 409A become vested and applicable guidance issued thereunderbe settled upon the Participant’s termination of employment, the Employee applicable Shares shall not be deemed transferred to have had a Termination unless the Employee has incurred a Participant or his or her beneficiary upon the Participant’s “separation from service,” as defined in Treasury Regulation §1.409A-1(h)within the meaning of Section 409A of the Code; provided that if the Participant is a “specified employee,” within the meaning of Section 409A of the Code, and amounts that would otherwise then to the extent the Performance Share Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be payable pursuant transferred to this Agreement during the Participant or his or her beneficiary upon the earlier to occur of (i) 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 anniversary 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 such separation from service 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeParticipant’s Disability shall death. This Agreement may be determined by amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in its sole discretion. Although this the Agreement and the payments provided hereunder are intended shall provide a basis for any person to be exempt from or to otherwise comply with the requirements of Code Section 409A, take action against the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code any Affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the Performance Share Award granted hereunder, and neither the Company nor any of its Affiliates shall under any circumstances have any liability to the Participant or his estate 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) party for any taxtaxes, interest, penalties or penalties the Employee may owe as a result of compensation interest due on amounts paid or payable under this Agreement, and including taxes, penalties or interest imposed under Section 409A of 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 (i) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with such intention. To the extent that any provision in this Agreement is ambiguous as to its compliance with or exemption from Section 409A of the Code, the 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. In accordance with the foregoing intention, the severance payments payable under Section 3 shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to 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 Code Section 409A and any Treasury Regulations and other guidance issued thereunder. Any right to a series of installment payments pursuant to this Agreement are intended is 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. (ii) Notwithstanding any provision to the contrary in this Agreement, to the extent that the payments and each separately identified amount to which the Employee is entitled or benefits under this Agreement shall be treated as a separate payment; (ii) the term are “as soon as administratively possiblenonqualified deferred compensation” means a period of time that is within 60 days after the Termination due subject to death Code Section 409A 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 Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent required by Code Section 409A or to satisfy such exception, no amount shall be payable pursuant to Executive unless Executive’s termination of employment constitutes a Separation from Service. If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Section 7(h)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of (A) the date that is six (6)-months following Executive’s Separation from Service, (B) the date of Executive’s death or (C) the earliest date as is permitted under Section 409A of the Code. Any remaining payments due under the Agreement shall be paid as otherwise comply with provided herein. (iii) To the requirements extent that any payments or reimbursements provided to Executive under this Agreement are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. (iv) To the extent that the payments or benefits under this Agreement are “non-qualified deferred compensation” subject to Code Section 409A, if the Company does not represent period during which Executive may execute the Release spans two calendar years, the payment of any such payments or warrant that this Agreement benefits shall occur (or commence) on the payments provided hereunder will comply with Code Section 409A or any other provision later of federal, state, local(A) January 1 of the second calendar year, or non-United States law. None of (B) on 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 date specified in Section 409A.3(a).

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 that is six months after Executive’s separation from service, (B) the date of Executive’s death or (C) the date that is 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 (6) months following of Executive’s separation from service and paying such accumulated amounts on the Employee’s Termination (or upon earliest business day which complies with the Employee’s death, if earlier)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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date 409A 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 For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the 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 meaning of Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion409A, and without (iii) in the Employee’s consentcase of (i) and (ii), amend any reference in this Agreement to cause it “termination” or “termination of employment” or any similar term shall be construed 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 mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of his termination, a “specified employee,” as defined in Treasury Regulation §1.409A-1(hSection 1.409A-1(i), and amounts that would otherwise each such payment or benefit will not be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on provided until the first business day regularly scheduled payroll date that occurs on or after the date that is six 6 months and 1 day following Executive’s termination and, on such date (6) months following the Employee’s Termination (or upon the Employee’s deathor, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. For purposes of Code Section 409AIn addition, notwithstanding any other provision herein to the contrary, to the extent applicable: that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) all payments provided hereunder shall be treated as a right to a series made or provided promptly but no later than December 31st of separate payments and each separately identified amount to the calendar year following the year in which the Employee is entitled under this Agreement shall be treated as a separate payment; expense was incurred by Executive, (ii) shall not in any way affect the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due expenses eligible for reimbursement or in-kind benefits to death or Disability (as applicable); be provided in any other calendar year, and (iii) the date of the Employee’s Disability shall not be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended subject to be exempt from liquidation 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) exchange 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.another benefit.

Code Section 409A. Payments made pursuant to It is intended, and this Agreement are intended to will be so construed, that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code and the Department of Treasury regulations and other guidance thereunder (collectively, “Section 409A”) so as not to subject the Executive to the payment of interest and/or any tax penalty that may be imposed under 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 compensation payable under this Agreement are subject constitutes deferred compensation within the meaning of Section 409A, (i) the provisions of this Agreement that provide for payment of such compensation that is triggered by the Executive’s termination of employment shall be deemed to provide for payment that is triggered only by the Executive’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (“Separation from Service”), and (ii) if, on the date of the Executive’s Separation from Service, the Executive is a “specified employee” within the meaning of Code Section 409A and this Agreement fails to comply Treasury Regulation Section 1.409A-1(i) (with that section’s requirements, such status determined by the Company may, at in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Separation from Service or in the absence of such rules established by the Company’s sole discretion, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)) and without to the Employee’s consent, amend this Agreement to cause it extent the Company makes a good faith determination that payment of such compensation must be delayed 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(h409A(a)(2)(B)(i), and amounts payment of such compensation that would otherwise is triggered by the Executive’s Separation from Service 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 following the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes month anniversary 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of such Separation from Service (provided, however, that if the EmployeeExecutive dies after the date of such Separation from Service, payment will be paid to the Executive’s Disability shall be determined by estate in a lump sum without regard to the six-month delay that otherwise applies to specified employees). The Executive acknowledges and agrees that the Company in its sole discretion. Although 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 (i) This Agreement 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 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance 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 series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent applicable. The Program and this Agreement required by Section 409A of the Code or to satisfy such exception, no amount shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject payable pursuant 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 such sections unless the Employee has incurred Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts that would otherwise be payable to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 10(o)(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 16 US-DOCS\110686432.1 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 All payments upon a termination of service to be made pursuant to under this Agreement are intended may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if NeoPhotonics Corporation Confidential Information Employee is deemed by the Company at the time of Employee’s separation from service to be exempt from or to otherwise comply with the provisions a “specified employee” for purposes of Code Section 409A 409A(a)(2)(B)(i), to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If delayed commencement of any portion of the Company determines that any payments benefits to which Employee is entitled under this Agreement that are subject deemed 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 “deferred compensation” 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), the Employee such portion of Employee’s benefits shall not be deemed provided to have had a Termination unless Employee prior to the Employee has incurred a earlier of (i) the expiration of the six (6)-month period measured from the date of 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 with the six-month period immediately following Company or (ii) the date of Employee’s Termination (including Retirement) shall instead be paid on death. Upon the first business day after the date that is six (6) months following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10(g) shall be paid in a lump sum to Employee’s Termination (or upon the Employee’s death, if earlier)and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A409A (including, to the extent applicable: (i) all without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each 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 under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment; (ii) the term “as soon as administratively possible” means a period of time . It is intended that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date all of the Employee’s Disability shall severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be determined by construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in its sole discretion. Although good faith to consider amendments to this Agreement and the payments provided hereunder to take such reasonable actions which are intended necessary, appropriate or desirable to be exempt from avoid imposition of any additional tax or income recognition prior to otherwise comply with the requirements of Code actual payment to Employee 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 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. NeoPhotonics Corporation Confidential Information

Code Section 409A. Payments made pursuant to this 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 and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted with such intent. Each payment under Section 5 of this Agreement or otherwise any Benefit Plan is intended to be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under treated as one of a series of separate payments for purposes of Code Section 409A and applicable guidance issued thereunder, the Employee shall Treasury Regulation § 1.409A-2(b)(2)(iii). Any payment under Section 5 that is subject to Code Section 409A will 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 made before the date that is six (6) months following after the Employee’s Termination (or upon the Employee’s deathDate or, if earlier), the date of your death (the “Six-Month Delay Rule”) if you are a Specified Employee (as defined below) as of your termination of employment. For purposes Payments to which you otherwise would be entitled during the first six months following your termination of Code Section 409Aemployment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following your termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent applicable: permitted under Code Section 409A and Treasury Regulation § 1.409A-1(b)(9)(iii) (i) all payments provided hereunder shall be treated as a right to a series of separate payments or any similar or successor provisions), during the Six-Month Delay 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 practicable after satisfaction of time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date Section 13 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 Silvercrest will pay you an amount equal to the Company and its Subsidiaries shall have no obligation lesser of (A) the total severance scheduled to indemnify be provided under Section 5 above, or otherwise protect (B) two times the Employee from lesser of (1) the obligation to pay any taxes maximum amount that may be taken into account under a qualified plan pursuant to Code Section 409A.401(a)(17) for the year in which Your termination of employment occurs, and (2) the sum of your annualized compensation based upon the annual rate of pay for services provided to Silvercrest for the taxable year of preceding the taxable year in which your termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total

Code Section 409A. Payments made For purposes of Section 409A, each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until you have had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement that are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until you have had an “involuntary separation from service” within 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 meaning of Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion409A, and without (iii) in the Employee’s consentcase of (i) and (ii), amend any reference in this Agreement to cause it “termination” or “termination of employment” or any similar term shall be construed 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 mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. You and the Company agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to you. Any severance payments or benefits made in connection with your termination under this Agreement and provided on or before the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your termination occurs or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with your termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of your second (2nd) taxable year following the taxable year in which your termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with your termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and you are, at the time of your termination, a “specified employee,” as defined in Treasury Regulation §1.409A-1(hSection 1.409A-1(i), and amounts that would otherwise each such payment or benefit will not be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on provided until the first business day regularly scheduled payroll date that occurs on or after the date that is six (6) months and one (1) day following the Employee’s Termination your termination and, on such date (or upon the Employee’s deathor, 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 “another date that occurs as soon as administratively possible” means practicable after your death), you will receive all payments and benefits that would have been provided during such period in a period of time that is within 60 days after the Termination due to death or Disability (as single lump sum, if 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 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 (6) 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date exclusion under Section 409A of the Employee’s Disability shall be determined by Code for short-term deferral amounts, the Company in its sole discretion. Although this Agreement and separation pay exception, or any other exception or exclusion under Section 409A of the Code. (e) 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 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: (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 is within 60 days after the Termination due to death 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 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 4(b)(ii) and (iv) 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 amounts are 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 amounts are 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. 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, Department of Treasury regulations 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 other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the (ii) Notwithstanding anything herein to the contrary, to the Employee extent any payments to Executive pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (A) no amount shall not be deemed payable pursuant to have had a Termination such section unless the Employee has incurred Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the sixtieth (60th) day following (1) Executive’s Separation from Service (with respect to payments pursuant to Section 4(b)(ii) or (2) the later of Executive’s Separation from Service or the date of the Change in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and amounts (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that would otherwise be delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement during is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s termination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) 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 of Executive’s Separation from Service, (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 is within 60 days after the Termination due to death or Disability (as applicable); and (iiiB) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the Employee’s Disability expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be determined paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made 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 terms 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 Code and applicable guidance thereunder (or including without limitation Treasury Regulation Section 1.409A-1(i) and 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.successor provision thereto).

Code Section 409A. Payments made pursuant This Agreement, to the extent it provides for payments to or on behalf of the Employee that are subject to Code section 409A, is intended to comply with Code section 409A and all applicable regulations and other generally applicable guidance issued thereunder. The Company reserves the right to modify or amend this Agreement are intended in its discretion with or without the consent of the Employee to be exempt from or the extent necessary for the Agreement to otherwise comply with Code section 409A; provided, however, any such modification shall conform as close as possible to the provisions original intent and economics of the Agreement. Neither the Company nor the Employee shall 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 Section 409A of the Code (including any transition or grandfather rules thereunder). The termination of the Employee's employment as of the Separation Date shall constitute a "separation from service" within the meaning of Section 409A of the Code. If at the time of the Employee's separation from service the Employee is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes "nonqualified deferred compensation" within the meaning of Code Section 409A that becomes payable 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 Employee on account of the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt 's Separation 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 Service will not be deemed to have had a Termination unless paid until after 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 earlier of (including Retirementi) shall instead be paid on the first business day after of the date that is six seventh (67th) months month following the Employee’s Termination ('s separation from service, 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability 's death (the "409A Suspension Period"), to the extent required to comply with Section 409A of the Code. After the end of the 409A Suspension Period, the Employee shall be determined by paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to the Employee) and benefits that the Company in its sole discretion. Although would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement as applicable (as if there had not been any 409A Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (i) reimbursements and (ii) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and the payments provided right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, in no event will the Company be liable to the Employee if this Agreement or any compensation payable hereunder are intended fails 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 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 the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on as a result of, and within the first business day after the date that is 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 (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 shall be treated as 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 right to a series violation 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined 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 its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although The Executive agrees that the Company may amend this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply Agreement, with the requirements consent of Code Section 409Athe 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 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: (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 Performance Share Award (2021) 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 is within 60 days after the Termination due to death 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 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 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, and amounts any nonqualified deferred compensation subject to Section 409A that would otherwise be have been payable pursuant to under this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on as a result of, and within the first business day after the date that is 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 (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 shall be treated as 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 right to a series violation 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined 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 its sole discretionwhich the Executive submits the respective taxes to the taxing authority. Although 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 and will not result in additional taxation of the payments provided hereunder are intended Executive pursuant to be exempt from or to otherwise comply with the requirements provisions of Code Section 409A, 409A. The Executive agrees that he will not withhold his consent under this Section 20 if 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 For purposes of Section 409A of the Code, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until Executive has had an “involuntary separation from service” within the 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 meaning of Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion409A, and without (iii) in the Employee’s consentcase of (i) and (ii), amend any reference in this Agreement to cause it “termination” or “termination of employment” or any similar term shall be construed 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 mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the 3rd month following the end of Executive’s first tax year in which Executive’s termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which Executive’s termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with Executive’s termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation §1.409A-1(hSection 1.409A-1(i), and amounts that would otherwise each such payment or benefit will not be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on provided until the first business day regularly scheduled payroll date that occurs on or after the date that is six (6) months and one (1) day following the EmployeeExecutive’s Termination termination and, on such date (or upon the Employee’s deathor, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. For purposes of Code Section 409AIn addition, notwithstanding any other provision herein to the contrary, to the extent applicable: that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non- exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) all payments provided hereunder shall be treated as a right to a series made or provided promptly but no later than December 31st of separate payments and each separately identified amount to the calendar year following the year in which the Employee is entitled under this Agreement shall be treated as a separate payment; expense was incurred by Executive, (ii) shall not in any way affect the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination due expenses eligible for reimbursement or in-kind benefits to death or Disability (as applicable); be provided in any other calendar year, and (iii) the date of the Employee’s Disability shall not be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended subject to be exempt from liquidation 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) exchange 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.another benefit.

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 (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 is within 60 days after the Termination due to death 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 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 __% 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 Initial Vesting Date thereafter under this Agreement Section 2(a) 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 is within 60 days after the 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 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, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or nor 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 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 its Subsidiaries 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 (a) It is the intention of Company and Executive that the provisions of Code this Agreement comply with Section 409A to of the extent applicable. The Program Code and the rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, "409A"), and all provisions of this Agreement shall will be administered construed and interpreted in a manner consistent with 409A. (b) To the extent Executive is a "specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this intent. If the Company determines that any payments Agreement, no payment, distribution or benefit under this Agreement are subject to Code that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation 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 “1.409A-1(b)) upon separation from service” as defined in service (within the meaning of Treasury Regulation §Section 1.409A-1(h)), and amounts after taking into account all available exemptions, that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period. (c) In the date event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled, without Executive's consent, to amend or modify such provision to comply with 409A; provided, however, that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Executive of such provision. (d) In the event that, notwithstanding the foregoing, Executive is six subject to tax penalties under 409A (6a "409A Tax"), then Executive will be entitled to receive an additional payment from Company (a "409A Gross-Up Payment") months following the Employee’s Termination in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and any 409A Tax imposed upon the Employee’s death409A Gross-Up Payment, if earlier). Executive retains an amount of the 409A Gross-Up Payment equal to the 409A Tax imposed with respect to such provision. (e) For purposes of Code Section 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed 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 “payment as soon as administratively possible” means a period of time that is within 60 days after the Termination due to death or Disability (as applicablepermitted under Treasury Regulation Section 1.409A-2(b)(2)(iii); 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 Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement are intended to be exempt from Employment Letter or to otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement otherwise, shall be administered made within two and interpreted in a manner consistent with this intent. If one-half months (2-1/2 months) after 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, end of the Company may, at later of the calendar year or the Company’s sole discretionfiscal year in which the Executive’s right to such payment vests (i.e., and without is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Employee’s consentInternal Revenue Code of 1986, amend this Agreement to cause it to comply with as amended (“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(h409A”), 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 All payments of “nonqualified deferred compensation” (within the 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) the term “as soon as administratively possible” means a period of time that is within 60 days after the 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, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive after termination of employment, the Company does not represent or warrant shall determine whether such payment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall make such determination and provide written notice thereof to the Executive prior to the earlier of the date that this Agreement or any such amounts would be paid to the payments provided hereunder will comply with Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Executive, the Company agrees to promptly provide to him such information that the Executive may reasonably request with regard to its determination. In the event that the Company determines that an amount payable to the Executive after his termination of employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive on account of his separation from service before the date which is six (6) months after the date of his separation from service (or if earlier, the date of death of the Executive) as and to the extent required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by the prior sentence shall be paid to the Executive as soon as permitted by Code Section 409A, without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other provision of federal, state, local, or non-United States law. None year; (ii) reimbursements shall be paid no later than the end of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to calendar year following the Employee (or any other individual claiming a benefit through year in which the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this AgreementExecutive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and its Subsidiaries (iii) the right to reimbursement or in-kind benefits shall have no obligation not be subject to indemnify liquidation or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.exchange for another benefit.

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 (a) To the extent applicable. The Program and , this Agreement shall be administered and interpreted in a manner consistent accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this intent. If Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A, the Company may 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 Company determines are necessary or appropriate to avoid the imposition of taxes under Code Section 409A, including, without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A and/or (ii) comply with the requirements of Code Section 409A; provided, however, that this Section 6.8(a) shall not create any obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. (b) All payments of nonqualified deferred compensation subject to Code Section 409A to be made upon a termination of employment under this Agreement may only be made upon a Separation from Service. If Employee is a “specified employee” (as defined in Code Section 409A), as determined by the Company in accordance with Code Section 409A, on the date of Employee’s Separation from Service, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Employee 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 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(h409A(a)(2)(B)(i), and amounts that would otherwise be payable then such portion delayed pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 6.8(b) shall instead be paid or distributed to Employee in a lump sum on the first business day after earlier of (i) the date that is six (6) months 6)-months and one day 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 Separation from Service 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability death. Any remaining payments due under the Agreement shall be determined by paid as otherwise provided herein. (c) To the Company in its sole discretion. Although extent that any payments or reimbursements provided to Employee under this Agreement and are deemed to constitute compensation to Employee to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments provided hereunder eligible for reimbursement in one year shall not affect the amount of payments or expenses that are intended to be exempt from eligible for payment 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 reimbursement in any other provision taxable year, and Employee’s right to such payments or reimbursement of federal, state, local, any such expenses 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 17.1 This Agreement are is intended to comply with, or be exempt from or to otherwise comply with the provisions of from, Code Section 409A to the extent applicable. The Program (“Section 409A”) and this Agreement shall will be interpreted, administered and interpreted operated in a manner consistent with this that intent. If . 17.2 For purposes of Section 409A, each of the Company determines payments that any payments may be made under this Agreement are designated as separate payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A 409A, references to “termination of services” (and this Agreement fails to comply substantially similar phrases) shall be interpreted and applied in a manner that is consistent with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend requirements of Section 409A. 17.3 Notwithstanding anything in this Agreement to cause it the contrary, in the event that the Executive Chairman is deemed to comply with Code be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments that are “deferred compensation” subject to Section 409A or otherwise be exempt from Code Section 409A. To that are made by reason of 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 Executive Chairman’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise within the meaning of Section 409A shall be payable pursuant made 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 Executive Chairman prior to 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive Chairman’s Disability shall “separation from service” or, if earlier, the Executive Chairman’s date of death. Immediately following such delay period, all such delayed payments will be determined by the Company paid in its sole discretiona single lump sum. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for the Executive Chairman’s benefit under any Company sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by the Executive Chairman to 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.affiliate.

Code Section 409A. Payments (i) This Agreement 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 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance 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 series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent applicable. The Program and this Agreement required by Section 409A of the Code or to satisfy such exception, no amount shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject payable pursuant 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 such sections unless the Employee has incurred Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts that would otherwise be payable to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 10(o)(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 16 US-DOCS\110686460.1 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 (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 4(b)(ii) and (iv) 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 amounts are 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 amounts are 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. 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, Department of Treasury regulations 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 other interpretive guidance issued thereunder. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. (ii) Notwithstanding anything herein to the contrary, to the Employee extent any payments to Executive pursuant to Section 4(b)) are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (A) no amount shall not be deemed payable pursuant to have had a Termination such section unless the Employee has incurred Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (B) any such payment payable under Section 4(b)(ii) or (iv) shall be paid on the sixtieth (60th) day following (1) Executive’s Separation from Service (with respect to payments pursuant to Section 4(b)(ii) or (2) the later of Executive’s Separation from Service or the date of the Change in Control, as applicable (with respect to payments pursuant to Section 4(b)(iv)), and amounts (C) if Executive, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that would otherwise be delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement during is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Executive’s termination benefits described in Section 4(b) shall not be provided to Executive prior to the earlier of (A) 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 of Executive’s Separation from Service, (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 is within 60 days after the Termination due to death or Disability (as applicable); and (iiiB) the date of Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the Employee’s Disability expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be determined paid in a lump sum to Executive within ten (10) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall made 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 terms 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 Code and applicable guidance thereunder (or including without limitation Treasury Regulation Section 1.409A-1(i) and 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.successor provision thereto).

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(a)(ii) and 5(b)(ii) and (iv) 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 amounts are 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 amounts are 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. 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 Executive’s “termination of employment” shall mean Executive’s Separation from Service. (ii) If 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 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(o)(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 (66)-months following Executive’s Separation from Service, (B) months following 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. 1. 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; defined in Section 409A(a)(1)(B) of the Code. (i) 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 last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Executive’s, and Executive’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. (ii) In the term “as soon as administratively possible” means a period of time event that is within 60 days after the Termination due to death or Disability (as applicable); amounts payable under Sections 5(a)(ii) and 5(b)(ii) and (iiiiv) are subject to Section 409A of the Code and the timing of the delivery of Executive’s Release could cause such amounts to be paid in one or another taxable year, then notwithstanding the payment timing set forth in such sections, such amounts shall not be payable until the later of (A) the payment date specified in such section or (B) the first business day of the Employeetaxable year following Executive’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 Separation 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.Service.

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 Section 4 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 amounts are 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 amounts are 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. 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 Executive’s “termination of employment” shall mean Executive’s Separation from Service. (ii) If 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 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(o)(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 (66)-months following Executive’s Separation from Service, (B) months following 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. | (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 (a) Unless otherwise expressly provided, any payment of compensation by the Company to the Executive for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder (Section 409A”), whether pursuant to this Agreement or otherwise, shall be made on or before the fifteenth (15th) day of the third (3rd) month following the later of the end of the calendar year or the end of the Company’s fiscal year, in either case in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) by the Company to the Executive are intended to comply with the requirements of Section 409A, and this Agreement shall be interpreted consistent therewith. Neither the Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof)) of the Company or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the Company shall be made to the Executive no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service with the Company and its affiliates within the meaning of Code Section 409A, or (ii) the date of the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule, without interest thereon. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder to not be in compliance with the requirements of Section 409A. (b) Notwithstanding anything in this Agreement to the contrary, the parties shall use commercially reasonable efforts to make all terms of this Agreement consistent with and all payments made pursuant to this Agreement are intended payable at such times as to be exempt from or not result in any penalty, interest and/or tax to otherwise comply with the Executive pursuant to 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 If after the date that is six (6) months following hereof the Employee’s Termination (Company or upon the Employee’s death, if earlier). For purposes of Code WidePoint indemnifies or otherwise protects any other executive or employee with regard to any liability pursuant to Section 409A, to then automatically and without further action on 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date part 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.and/or WidePoint.

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, each payment that is paid, and benefit that is provided, pursuant to this Agreement is hereby designated as a separate payment. The Company and Employee intend that all payments made or to be made, and benefits provided or to be provided, under this Agreement comply with, or are exempt from, the requirements of Code Section 409A so that none of the payments or benefits will be subject to the extent applicable: adverse tax penalties imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any severance payments made, or benefits provided, in connection with Employee’s Separation under this Agreement and paid on or before the fifteenth (i15th) all payments provided hereunder day of the third (3rd) month following the end of Employee’s first tax year in which Employee’s Separation occurs or, if later, the (15th) day of the third (3rd) month following the end of the Company’s first (1st) tax year in which Employee’s Separation occurs, shall be treated as a right exempt from Code Section 409A to a series of separate the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional severance payments and each separately identified amount to which the Employee is entitled or benefits provided in connection with Employee’s Separation under this Agreement shall be treated exempt from Code Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of Employee’s second (2nd) taxable year following the taxable year in which Employee’s Separation occurs). Notwithstanding the foregoing, if any of the severance payments or benefits provided in connection with Employee’s Separation do not qualify for any reason to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Employee is, at the time of Employee’s Separation, a “specified employee,” as a separate payment; defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be made until the first (ii1st) regularly scheduled payroll date of the term “as soon as administratively possible” means a period of time that is within 60 days seventh (7th) month after the Termination due to death or Disability Employee’s Separation and, on such date (as applicable); and (iii) or, if earlier, the date of the Employee’s Disability death), Employee will receive all payments and benefits that would have been provided during such period in a single lump sum. Any lump sum payment of delayed payments or benefits pursuant to the preceding sentence shall be determined paid with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of Employee’s Separation. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Separation shall made 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 terms 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 This Agreement 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 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance 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 series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from or to otherwise comply with the provisions of Code US-DOCS\109442666.4 Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent applicable. The Program and this Agreement required by Section 409A of the Code or to satisfy such exception, no amount shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject payable pursuant 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 such sections unless the Employee has incurred Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), 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 is within 60 days after the 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 The Agreement are is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event the Agreement or any compensation or benefit paid to ▇▇▇▇▇▇ hereunder is deemed to be exempt from subject to Section 409A of the Code, then, to the maximum extent permitted under Section 409A of the Code and the regulations and guidance issued thereunder, such compensation or to otherwise benefit shall first comply with any available exemption or exception under Section 409A of the Code (e.g., short-term deferral, severance pay plan exceptions, etc.) before subjecting such compensation or benefit to the provisions and restrictions under Section 409A of the Code. In addition, to the extent (i) any compensation or benefits to which ▇▇▇▇▇▇ becomes entitled under the Agreement, or any agreement or plan referenced therein, in connection with ▇▇▇▇▇▇’▇ termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) ▇▇▇▇▇▇ is considered at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such compensation or benefits (to the extent not otherwise exempt or excepted from the provisions of Code Section 409A) shall not be paid or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of ▇▇▇▇▇▇’▇ “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; (ii) the date ▇▇▇▇▇▇ becomes “disabled” (as defined in Treasury Regulations under Section 409A of the Code); or (iii) the date of ▇▇▇▇▇▇’▇ death following such separation from service. Upon the expiration of the applicable six (6)-month deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to ▇▇▇▇▇▇ or ▇▇▇▇▇▇’▇ beneficiary in one lump sum. Any compensation or benefits under this Agreement which are considered “deferred compensation” within the meaning of Section 409A of the Code, shall, to the extent applicable. The Program and this Agreement shall not otherwise exempt or excepted from such provisions, be administered and interpreted in a manner that is consistent with this intent. If such provisions and, to the Company determines that any payments extent permitted 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 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, in a manner that does not materially change 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 economic value of this Agreement during to either party; provided, however, that nothing in this Agreement shall prohibit the six-month period immediately following the Employee’s Termination Company from withholding income and other taxes (including Retirementany additional tax or interest under Section 409A(a)(1)(B) shall instead be paid on of the first business day after the date that is six (6Code) months following the Employee’s Termination (from any compensation or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (i) all payments benefits 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 is within 60 days after the 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 determines are intended required to be exempt withheld from such compensation 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.benefits.

Code Section 409A. Payments (i) This Agreement 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 4(b)(ii) and 4(b)(iv) shall be paid no later than the later of: (A) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such amounts are no longer subject to a substantial risk of forfeiture, and (B) the fifteenth (15th) day of the third month following first taxable year of the Company in which such amounts are is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance 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 series of “separate payments” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement Sections 4(b)(ii) or 4(b)(iv) constitute “non-qualified deferred compensation” subject to Section 409A of the Code or are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), then, to the extent applicable. The Program and this Agreement required by Section 409A of the Code or to satisfy such exception, no amount shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject payable pursuant 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 such sections unless the Employee has incurred Executive's termination of employment constitutes a “separation from service” with the Company (as such term is defined in Treasury Regulation §Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”). (ii) If Executive is a “specified employee” (as defined in Section 409A of the Code), as determined by the Company in accordance with Section 409A of the Code, on the date of Executive’s Separation from Service, to the extent that the payments or benefits under this Agreement constitute “non-qualified deferred compensation” subject to Section 409A of the Code and the delayed payment or distribution of all or any portion of such amounts that would otherwise be payable to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including RetirementSection 9(o)(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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee’s Disability Code. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be determined by made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the Company last day of Executive’s taxable year following the taxable year in its sole discretionwhich Executive incurred the expenses. Although this Agreement and The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Executive’s shall not affect the payments provided hereunder are intended to be exempt from amount eligible for reimbursement 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 in-kind benefits payable in 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 17.1 This Agreement are is intended to comply with, or be exempt from or to otherwise comply with the provisions of from, Code Section 409A to the extent applicable. The Program (“Section 409A”) and this Agreement shall will be interpreted, administered and interpreted operated in a manner consistent with this that intent. If . 17.2 For purposes of Section 409A, each of the Company determines payments that any payments may be made under this Agreement are designated as separate payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A 409A, references to “termination of services” (and this Agreement fails to comply substantially similar phrases) shall be interpreted and applied in a manner that is consistent with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend requirements of Section 409A. 17.3 Notwithstanding anything in this Agreement to cause it the contrary, in the event that the Executive Chairperson is deemed to comply with Code be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments that are “deferred compensation” subject to Section 409A or otherwise be exempt from Code Section 409A. To that are made by reason of 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 Executive Chairperson’s “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise within the meaning of Section 409A shall be payable pursuant made 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 Executive Chairperson prior to 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the EmployeeExecutive Chairperson’s Disability shall “separation from service” or, if earlier, the Executive Chairperson’s date of death. Immediately following such delay period, all such delayed payments will be determined by the Company paid in its sole discretiona single lump sum. Although this Agreement and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for the Executive Chairperson’s benefit under any Company sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by the Executive Chairperson to 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.affiliate.

Code Section 409A. Payments made pursuant to this This Agreement are is intended to comply, and shall be exempt from or to otherwise comply administered consistently in all respects, with the provisions of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and additional guidance promulgated thereunder to the extent applicable. The Program Accordingly, Valero shall have the authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code Section 409A (provided that Valero shall choose the action that best preserves the value of payments and benefits provided to Participant under this Agreement that is consistent with Code Section 409A), and the parties agree that this Agreement shall be administered and interpreted in a manner that is 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 409A. In furtherance, but not in limitation of the foregoing: (a) in no event may Participant designate, directly or otherwise indirectly, the calendar year of any payment to be exempt from made hereunder; (b) to the extent the Participant is a “specified employee” within the meaning of Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties 409A, payments, if any, that constitute a “deferral of compensation” under Code Section 409A and applicable guidance issued thereunderthat would otherwise become due during the first six months following Participant's termination of employment shall be delayed and all such delayed payments shall be paid in full in the seventh month after such termination date, provided that the Employee above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision of this Agreement, a termination, resignation or retirement of Participant's employment hereunder shall mean and be deemed to have had a Termination unless the Employee has incurred interpreted consistent with 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 (6) 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 409A. Executed effective 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 is within 60 days after the 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 discretionfirst written above. 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.By: ______________________________________

Code Section 409A. Payments made pursuant to It is intended that each installment of the payments and benefits provided for in this Agreement are is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to be exempt the greatest extent possible, the exemptions from or to otherwise comply with the provisions application of Code Section 409A of the Code (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that any severance payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred compensation” under Section 409A and Executive is, on the date of his Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payment of such severance payments and/or benefits, as applicable. The Program , described in Sections 2(a) and this Agreement 2(b) 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” delayed 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 follows: on the first business day after earlier to occur of (i) the date that is six (6) months following the Employeeand one day after Executive’s Termination (Separation from Service 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 is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of Executive’s death (such earlier date, 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“Delayed Initial Payment Date”), 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 federalsuccessor entity thereto, state, local, or non-United States law. None as applicable) shall pay to Executive a lump sum amount equal to the applicable benefit that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to payment of 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 had not been so delayed pursuant to Code this Section 409A.9(i).

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 (6) 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, Employer 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 reimbursement must be made on or before the last day of time that is within 60 days after the Termination due to death or Disability (as applicable); calendar year following the calendar year in which the expense was incurred and (iii) the date of the Employee’s Disability right to reimbursement shall not be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended subject to be exempt from liquidation 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 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.