Common use of Code Section 409A Clause in Contracts

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. It is intended that any income or payments to Executive provided pursuant to this Agreement or other agreements or arrangements contemplated by this Agreement (aincluding, without limitation, the award agreements relating to the Initial Grant, Inducement Grant, and Signing Bonus Grant) If (any such income or payments being referred to as “Payments”) will not be subject to the additional tax and interest under Section 409A (a “Section 409A Tax”). The provisions of the Agreement and such other agreements or arrangements will be interpreted and construed in favor of complying with any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the Agreement and any such other agreements or arrangements in order to comply with Section 409A, including amending to facilitate the ability of Executive to avoid the imposition of, or reduce the amount of, any Section 409A Tax. The Company, Employee Group and Executive shall reasonably cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld by either party. Notwithstanding the foregoing, if any Payments due or made to Executive after his Date of Termination are subject to a Section 409A Tax, then Executive shall be entitled to receive a gross-up payment (a “Section 409A Gross-Up Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments, plus (B) any federal, state, and local income taxes and penalties, employment taxes (including FICA) or other taxes payable by Executive with respect to the Section 409A Gross-Up Payment, in order to put Executive in the same position he would have been in if the Section 409A Tax provisions of Section 409A did not apply; provided, however, that the Company and the Employee Group shall only be responsible to make a Section 409A Gross Up Payment with respect to the Section 409A Tax on Payments made (i) in contravention of the terms of this Agreement (or of any award of compensation, including equity compensation other agreements or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, arrangements contemplated by this Agreement as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed effect on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the date Date of his death Termination; further provided, that the Company and Employee Group shall not be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax on the Payments if after a reasonable request by the Company or Employee Group to Executive, Executive refuses or fails to make an election to alter the form and/or timing of any Payment (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred including by amending this Agreement or other agreements or arrangements contemplated by this Agreement pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments 6.15) that could reasonably be expected to result in the absence avoidance of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, amount of Section 409A Tax while minimizing (to the extent that reasonably practicable) the foregoing applies delay in such Payment to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) If any provision For purposes of this Agreement (or Agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on at the Date time of Termination such termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “Executive’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the Company or (ii) the date of his Executive’s death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to Executive including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which Executive would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any remaining provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments and benefits due hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be paid or deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to any expense reimbursement or the provision of any ongoing welfare benefits to the Executive that would not be required in-kind benefit under this Agreement is determined to be delayed if subject to Section 409A of the premiums therefore were paid by the ExecutiveCode, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of any such premiums paid by expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive during incurred such expenses, and in no event shall any right to reimbursement or the Deferral Period promptly after its conclusionprovision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. (a) If Notwithstanding any other provision of this Agreement, it is intended that any payments or benefit which is provided pursuant to or in connection with this Agreement (or which is considered to be deferred compensation subject to Section 409A of any award the Code shall be provided and paid in such form and at such time, including, without limitation, payment only in connection with a permissible payment event as complies with the applicable requirements of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, to avoid the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; unfavorable tax consequences provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, therein for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive noncompliance. If Employee is deemed on the Date of Termination to be a “specified employee” within (as defined in Section 409A of the meaning Code) and any of that term under Code Section 409A(a)(2)(B)the Bank’s or Holding Company’s stock is publicly traded on an established securities market or otherwise, then with regard to payment of any payment amount or the provision of any benefit that under this Agreement which is required considered to be delayed in compliance with deferred compensation subject to Section 409A(a)(2)(B409A of the Code shall be deferred for six (6) months as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payment or benefit shall not payments are otherwise due to be made in installments or provided (subject to periodically during the last sentence hereof) prior to 409A Deferral Period, the earlier of (i) payments which would otherwise have been made in the expiration 409A Deferral Period shall be accumulated and paid in lump sum as soon as the 409A Deferral Period ends, and the balance of the six (6)-month period measured from the date payments shall be made as otherwise scheduled. For purposes of his this Agreement, any termination of employment will be read to mean a “separation from service” (as such term is defined in Treasury Regulations issued under Code within the meaning of Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration 409A of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Employee would perform after that date (whether they as an employee or independent contractor) would have otherwise been payable in a single sum or in installments in permanently decrease to less than fifty percent (50%) of the absence average level of such deferralbona fide services performed over the immediately preceding thirty-six (36) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionmonth period.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (bA) Notwithstanding any provision anything to the contrary in this Agreement, no severance pay 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 separation benefits, are considered deferred compensation under Code Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Code Section 409A (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (B) If Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), any Deferred Payments that term under Code Section 409A(a)(2)(Botherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with regard this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to any each payment or benefit. Each payment and benefit payable under the provision Agreement is intended to constitute a separate payment for purposes of any benefit Section 1.409A-2(b)(2) of the Treasury Regulations. (C) Any amount paid under this Agreement that is required to be delayed satisfies the requirements of the “short-term deferral” rule set forth in compliance with Treasury Regulation Section 409A(a)(2)(B1.409A-1(b)(4) such payment or benefit shall will not be made or provided (subject to the last sentence hereof) prior to the earlier constitute Deferred Payments for purposes of clause (i) the expiration above. Any amount paid under this Agreement that qualifies as a payment made as a result of the six (6)-month period measured from the date of his “an involuntary separation from service” service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such term is defined in adjustments as are set forth in, Treasury Regulations Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued under Code Section 409A) with respect thereto; or (ii) the date of his death (the “Deferral Period”). Upon the expiration maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable Code for the year in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the which Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion’s employment is terminated.

Code Section 409A. (a) If any provision of this This Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision is intended to comply with Code Section 409A; section 409A or an exemption thereunder and shall be construed and administered in accordance with Code section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that the Company agrees complies with Code section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code section 409A either as separation pay due to maintain, an involuntary separation from service or as a short-term deferral shall be excluded from Code section 409A to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions possible. For purposes of Code Section section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Code section 409A. The Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code section 409A and in no event shall indemnify and hold the Executive harmlessCompany be liable for all or any portion of any taxes, on an after-tax basispenalties, for any additional tax, as well as interest and penalties or other expenses that may be imposed on incurred by the Executive by Code on account of non-compliance with Section 409A. (b) Notwithstanding any other provision to the contrary in of this Agreement, if the Executive any payment or benefit provided to Employee in connection with his termination of employment is deemed on the Date of Termination determined to be a “specified employee” constitute "nonqualified deferred compensation" within the meaning of that term under Code Section 409A(a)(2)(B409A and Employee is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject paid until the first payroll date to occur following the last sentence hereof) prior to the earlier six-month anniversary of (i) the expiration of the six (6)-month period measured from the Employee's termination date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”"Specified Employee Payment Date"). Upon The aggregate of any payments that would otherwise have been paid before the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) Specified Employee Payment Date shall be paid or reimbursed to the Executive Employee in a lump sumsum on the Specified Employee Payment Date and thereafter, and any remaining payments and benefits due under this Agreement shall be paid or provided without delay in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusiontheir original schedule.

Code Section 409A. The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) If (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of i) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall indemnify be treated as a separate payment and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his immediately following Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Affiliates. ​

Code Section 409A. (a) If any provision For purposes of this Agreement (or letter agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the original intent and economic benefit to the Executive time of the applicable provision without violating the provisions such termination of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “your separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the Company or (ii) the date of his your death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to you including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which you would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between your termination of employment and the first payment date but for the application of this provision, and any remaining payments and benefits due under this Agreement shall the balance of the installments (if any) will be paid or provided payable in accordance with the normal payment dates specified for them hereintheir original schedule. Notwithstanding the foregoing, to To the extent that the foregoing applies any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of any ongoing welfare benefits Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section l.409A-2(b )(2) of the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionTreasury Regulations.

Code Section 409A. It is intended 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 comply with Section 409A of the Code (aincluding the Treasury regulations and other published guidance relating thereto) If (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning as defined in Code Section 409A, and, as a result of that term status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Executive shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of her employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date 6) months after her termination of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) employment for any reason other than death, or (ii) the date of his death the Executive’s death; provided the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the “Deferral Period”). Upon the expiration request of the Deferral PeriodExecutive, all the Company shall set aside those payments and benefits deferred pursuant to this Section 15 (whether they that would have otherwise been payable be made in such six-month period in a single sum or trust that is in installments in the absence compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingemployment, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the ExecutiveCode Section 409A, the Executive shall pay the full cost of premiums premium for such welfare benefits benefit during the Deferral Period aforesaid period and be reimbursed by the Company therefor promptly after the end of such period. The provisions of this Section 21 shall pay the Executive an amount equal only apply if, and to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.extent, required to comply with Code Section 409A.

Code Section 409A. (a) If Notwithstanding any provision other provisions of this Agreement (or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any an additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderof the Code upon the Optionee. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, the Company shallwill make such payment on the first day that would not result in the Optionee incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, after consulting if at the time of the Optionee’s termination of Employment with the ExecutiveCompany the Optionee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, reform such provision to comply with Code Section 409A; provided that then the Company agrees to maintain, will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the maximum extent practicable, Optionee) until the original intent and economic benefit to date that is six months following the Executive Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the applicable provision Code without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any accelerated or additional tax, as well as interest ). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Executive by Code Option (including any taxes and penalties under Section 409A. 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Optionee (bor any beneficiary) Notwithstanding harmless from any provision or all of such taxes or penalties. If the Option is considered “deferred compensation” subject to the contrary Section 409A, references in this Agreement, if Agreement and the Executive is deemed on the Date Plan to “termination of Termination to be a “specified employeeEmployment” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his and “separation from service” (as such term is defined in Treasury Regulations issued under Code and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration , each payment that may be made in respect of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in Option is designated as a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionseparate payment.

Code Section 409A. (a) If any provision For purposes of this Agreement (or of any award of compensationletter agreement, including equity compensation or benefits) would cause a “Separation” will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the original intent and economic benefit to the Executive time of the applicable provision without violating the provisions such termination of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from your Separation from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Company or (ii) the date of his your death (following such a Separation; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to you including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which you would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between your termination of employment and the first payment date but for the application of this provision, and any remaining payments and benefits due under this Agreement shall the balance of the installments (if any) will be paid or provided payable in accordance with the normal payment dates specified for them hereintheir original schedule. Notwithstanding the foregoing, to To the extent that the foregoing applies any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of any ongoing welfare benefits Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionTreasury Regulations.

Code Section 409A. 24.1 It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (aincluding the Treasury regulations and other published guidance relating thereto) If (“Code Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be construed and interpreted in a manner to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. 24.2 Notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Treasury Regulation Section 409A(a)(2)(B)1.409A-1(i) as of the date of the Executive’s Separation from Service, then with regard the Executive shall not be entitled to any payment or the provision of any benefit that is required pursuant to be delayed in compliance with Section 409A(a)(2)(B5.3(b) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to until the earlier of (i) the expiration of the date which is six (6)-month period measured 6) months after Executive’s Separation from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Service for any reason other than death, or (ii) the date of his death the Executive’s death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the “Deferral Period”). Upon the expiration Executive’s Separation from Service that are not so paid by reason of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 24.2 shall be paid or reimbursed (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death). The provisions of this Section 24.2 shall only apply if, and to the Executive in a lump sumextent, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with required to avoid the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision imputation of any ongoing welfare benefits tax, penalty or interest pursuant to Section 409A of the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionCode.

Code Section 409A. (a) If any provision of this The Agreement (and all Awards granted hereunder are intended to comply with, or of any award of compensationotherwise be exempt from, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A. The Plan and all Awards shall be administered, interpreted, and construed in a manner constituent with Code Section 409A or an exemption thereform. Should any regulations or Treasury guidance promulgated thereunderprovision of the Plan, the Company shall, after consulting with the Executive, reform such provision Agreement or any Award hereunder be found not to comply with with, or otherwise be exempt from, the provisions of the Code Section 409A; provided that , such provision shall be modified and given effect (retroactively if necessary), in the Company agrees sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to maintainbe necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent practicablerequired in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the original intent and economic benefit to six-month period immediately following the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company Employee’s separation from service shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may instead be imposed paid on the Executive by Code Section 409A. first business day after the date that is six months following the Executive’s termination date (b) Notwithstanding any provision to the contrary in this Agreementor death, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(Bearlier), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of his the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Employee under Section 409A. Any payments to be made under this Plan upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 409A. Notwithstanding the foregoing, to the extent Company makes no representations that the foregoing applies to payments and benefits provided under this Plan comply with Section 409A and in no event shall the provision Company be liable for all or any portion of any ongoing welfare benefits to the Executive taxes, penalties, interest or other expenses that would not may be required to be delayed if the premiums therefore were paid incurred by the Executive, the Executive shall pay the full cost Employee on account of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.non-compliance with Section 409A.

Code Section 409A. (a) If To extent that the Executive would otherwise be entitled to any provision of payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderKCS, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit payment will be paid to the Executive on the earliest of the applicable provision without violating six-month anniversary of the provisions termination of Code employment, a change in ownership or effective control of the Company (within the meaning of Section 409A. The Company shall indemnify and hold 409A) or the Executive harmlessExecutive’s death. In addition, on an after-tax basis, for any additional tax, as well as interest and penalties payment or benefit due upon a termination of employment that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be represents a “specified employeedeferral of compensation” within the meaning of that Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including the exception under Code Section 409A(a)(2)(Bsubparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall is determined to be paid subject to Section 409A, the amount of any such expenses eligible for reimbursement, or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Executive that would not be required to be delayed if Agreement is hereby deleted and replaced with the premiums therefore were paid by the Executivenew Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Executive Agreement shall pay remain unchanged and in full force and effect in accordance with its terms. The Parties acknowledge and agree that effective upon the full cost date of premiums for such welfare benefits during the Deferral Period execution of this Addendum, all rights and obligations of KCS as an employer under the Agreement are fully assigned to the Company and the Company accepts and agrees to assume all such rights and obligations and Executive consents to such assignment; provided, however, any obligations and rights of KCS under the Agreement with respect to plans sponsored by KCS and referenced in the Agreement shall pay the Executive an amount equal to the amount remain obligations and rights of such premiums paid by the Executive during the Deferral Period promptly after its conclusionKCS.

Code Section 409A. (a) If The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Code Section 409A. Notwithstanding any provision of this Agreement (to the contrary, in the event that following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of any award of compensationCode Section 409A, including equity compensation or benefits) would cause the Company and the Executive shall work together to incur adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any additional other actions, that are necessary or appropriate (i) to preserve the intended tax or interest under treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with the requirements of Code Section 409A; provided 409A and thereby avoid the application of penalty taxes thereunder, provided¸ however, that the Company agrees shall have no obligation to maintain, take any action described in this Section 8 or to the maximum extent practicable, the original intent and economic benefit to indemnify the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.failure to take any such action. (b) Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term no compensation or benefits, including without limitation any termination payments or benefits payable under Code Section 409A(a)(2)(B)2 above, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with during the normal payment dates specified for them herein. Notwithstanding 6-month period following the foregoing, Executive’s Separation from Service to the extent that the foregoing applies to Company reasonably determines that paying such amounts at the provision time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any ongoing welfare benefits to such amounts is delayed as a result of the Executive that would not previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be required to be delayed if paid under Section 409A of the premiums therefore were paid by Code without resulting in a prohibited distribution, including as a result of the Executive’s death), the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an a lump-sum amount equal to the cumulative amount of such premiums paid by that would have otherwise been payable to the Executive during such 6-month period. (c) To the Deferral Period promptly extent that any reimbursements hereunder constitute taxable compensation to the Executives, including without limitation, any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), such reimbursements shall be made to the Executive promptly, but in no event after its conclusionDecember 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive’s right to reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. (aThis Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) If or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to any provision of amounts that are subject to Section 409A, it is intended, and this Agreement (will be so construed, that such amounts and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the provisions of any award of compensation, including equity compensation or benefits) would cause Section 409A so as not to subject the Executive to incur any the payment of interest and additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code under Section 409A. (b) Notwithstanding 409A. For purposes of any provision to the contrary payment in this AgreementAgreement that is subject to Section 409A and triggered by the Executive’s “termination of employment”, if (i) “termination of employment” shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code, and (ii) in the event the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from on the date of his the Executive’s termination of employment (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “separation from servicespecified employee identification date” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) that relates to the date of his death (the “Deferral Period”). Upon the expiration Executive’s termination of the Deferral Periodemployment or, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum if later, by December 31, 2008, or in installments in the absence of such deferral) rules established by the Company, under the default rules for identifying specified employees under Section 409A), any payment that is subject to Section 409A, such payment shall not be paid earlier than six months after such termination of employment (if the Executive dies after the date of the Executive’s termination of employment but before any payment has been made, such remaining payments that were or reimbursed could have been delayed will be paid to the Executive’s estate without regard to such six-month delay). The Executive acknowledges and agrees that the Company has made no representation to the Executive in a lump sum, and any remaining payments as to the tax treatment of the compensation and benefits due under provided pursuant to this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent and that the foregoing applies Executive is solely responsible for all taxes due with respect to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period compensation and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionbenefits.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term Section 409A of the Code and any final regulations and guidance promulgated thereunder (collectively “Section 409A”) at the time of Executive’s termination, and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits may be considered deferred compensation under Code Section 409A(a)(2)(B409A (together, the “Deferred Compensation Separation Benefits”), then with regard to any payment or only that portion of the provision of any benefit that is required to be delayed in compliance with Deferred Compensation Separation Benefits which do not exceed the Section 409A(a)(2)(B409A Limit (as defined herein) such payment or benefit shall not may be made or provided (subject to within the last sentence hereof) prior to the earlier of (i) the expiration of the first six (6)-month period measured from the date 6) months following Executive’s termination of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided employment in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. Notwithstanding Any portion of the foregoingDeferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the extent that the foregoing applies additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionso comply.

Code Section 409A. (ai) If any provision of To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (or collectively “Section 409A”). For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). Notwithstanding anything to the contrary set forth herein, any award payments and benefits provided under this Agreement that constitute “deferred compensation” within the meaning of compensationSection 409A that are payable upon termination of employment shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a Separation from Service, including equity compensation or benefits) would cause unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur any additional tax or interest under Code Section 409A. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A or any regulations or Treasury guidance promulgated thereunderof the Code. (ii) If the Company (or, if applicable, the Company shall, after consulting with the Executive, reform such provision to comply with Code successor entity thereto) determines that any payments or benefits under this Agreement constitute “deferred compensation” under Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent 409A and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmlessis, on an after-tax basisthe date of Executive’s Separation from Service, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (Company or any successor entity thereto, as such term is defined in Treasury Regulations issued under Code Section 409A409A(a)(2)(B)(i) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral PeriodCode, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingthen, to the extent that the foregoing applies delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the provision Code, then such portion deferred pursuant to this Section 10(o)(ii) shall be paid or distributed to Executive in a lump sum on the earlier of any ongoing welfare benefits to (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 provided herein. (iii) To the extent applicable, this Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code. If Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company 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 pay 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. (iv) Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive an incurred the expenses. The amount equal to 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 premiums paid by the Executive during the Deferral Period promptly after its conclusionamounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. It is intended that this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a) If “Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement (or to the contrary, if, as of any award the date of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive’s separation from service, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit no payments shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and no benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed provided to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly period beginning on the date of the Executive’s separation from service and ending on the last day of the sixth month after its conclusionsuch date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a) If “Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement (or to the contrary, if, on the date of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive's separation from service, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not no payments may be made or and no benefits may be provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after its conclusionsuch date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. (a) If any provision The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be either exempt from or of any award of compensation, including equity compensation in compliance therewith. In no event whatsoever shall the Company or benefits) would cause the Executive to incur Employer be liable for any additional tax tax, interest or interest under penalty that may be imposed on Executive by Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision damages for failing to comply with Code Section 409A; 409A. Notwithstanding any other payment schedule provided that the Company agrees to maintain, herein to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementcontrary, if the Executive is deemed on the Date date of Termination termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under Section 5 that is required to be delayed in compliance with considered deferred compensation under Code Section 409A(a)(2)(B) such payment or benefit 409A payable on account of a “separation from service” shall not be made or provided (subject to until the last sentence hereof) prior to date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of his such “separation from service” of Executive, and (as such term is defined in Treasury Regulations issued under Code Section 409A) or (iiB) the date of his Executive’s death (the “Deferral Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Deferral Delay Period, all payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral5(e) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding the foregoing, any other provision to the extent contrary, in no event shall any payment under this Agreement that the foregoing applies constitutes “deferred compensation” for purposes of Code Section 409A be subject to the provision of offset by any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid other amount unless otherwise permitted by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.

Code Section 409A. (a) If any provision of Anything in this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if at the Executive time of the EMPLOYEE’s separation from service within the meaning of Section 409A of the Code, TBOP’s stock is deemed publicly traded on an established securities market or otherwise and TBOP determines that the Date of Termination to be EMPLOYEE is a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit that is required the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be delayed in compliance with considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a)(2)(B409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment or shall not be payable and such benefit shall not be made or provided (subject to until the last sentence hereof) prior to date that is the earlier of (i) six months and one day after the expiration of the six (6)-month period measured from the date of his “EMPLOYEE’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) , or (ii) the date EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of his death (this provision, and the “Deferral Period”). Upon the expiration balance of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the normal payment dates specified applicable federal short-term rate published by the Internal Revenue Service for them hereinthe month in which the date of separation from service occurs, from such date of separation from service until the payment. Notwithstanding the foregoing, to To the extent that the foregoing applies to the provision of any ongoing welfare medical benefits to the Executive EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the ExecutiveEMPLOYEE, the Executive EMPLOYEE shall pay the full cost costs of premiums for such welfare medical benefits during the Deferral Period six-month period and the Company TBOP shall pay the Executive EMPLOYEE an amount equal to the amount of such premiums paid by the Executive EMPLOYEE during the Deferral Period promptly six-month period within ten (10) days after its conclusionthe conclusion of such period. (b) Solely for purposes of Section 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable 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 termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) If (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of i) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall indemnify be treated as a separate payment and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six- month period measured from the date of his immediately following Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionAffiliates.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (or including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A or any and the rules and regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement”), if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning (as defined under Section 409A) as of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A409A shall not be paid until the earlier of (a) or the expiration of the six (ii6) month period measured from the date of Executive’s “separation from service” and (b) the date of his death (the “Deferral Period”)Executive’s death. Upon the expiration of the Deferral Period, all All payments and benefits deferred that are delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) immediately preceding sentence shall be paid or reimbursed to the Executive in a lump sumsum as soon as practicable following the expiration of such period (or if earlier, and any remaining payments and benefits due upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be paid or provided in accordance with designated as a “separate payment” within the normal payment dates specified for them herein. Notwithstanding the foregoingmeaning of Section 409A. As such, and to the extent that applicable and permissible under Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the foregoing applies provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executiveapplicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the Executive parties shall pay the full cost of premiums for cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.arrangements in compliance with Section 409A.

Code Section 409A. (a) If any provision Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of this Agreement (or and no payments shall be due to you under Section 7 of any award this Agreement unless you would be considered to have incurred a “separation from service” from the Company within the meaning of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A of the Code. For purposes of this Agreement, each amount to be paid or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 3 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) law requires otherwise. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any no payment or distribution under this Agreement which constitutes an item of deferred compensation under Section 409A of the provision Code and becomes payable by reason of any benefit that is required to be delayed in compliance your termination of employment with Section 409A(a)(2)(B) such payment or benefit shall not the Company will be made or provided (subject to the last sentence hereof) you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (your death, if you are deemed at the time of such separation from service to be a “Deferral Period”key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the Deferral Periodapplicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 15 7(e) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments and benefits due under this Agreement shall will be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingIn addition, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, if you terminate employment after November 1st pursuant to Section 7(b) of this Agreement, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement prior to December 31st of the foregoing applies year in which the termination of employment occurs shall, subject to the provision previous sentence of any ongoing welfare benefits to this Section, instead be paid on the Executive that would not be required to be delayed if first business day following January 1st of the premiums therefore were paid by the Executive, the Executive shall pay the full cost year following your termination of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionemployment.

Code Section 409A. (a) If any provision For purposes of this Agreement (or Agreement, no payment will be made to Executive on termination of any award Executive’s employment unless such termination constitutes a “separation from service” within the meaning of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any and Section 1.409A-l(h) of the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.. (b) Notwithstanding To the extent any provision payments to which Executive becomes entitled under this Agreement in connection with Executive’s separation from service from the contrary Company constitute deferred compensation subject to Code Section 409A (the “Deferred Payments”), such payments will be paid on, or in this Agreementthe case of installments, will not commence, until sixty (60) days following the Executive’s separation from service, or if later, such time as required by subsection (c), below. Except as required by subsection (c), below, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on or around the sixtieth day following Executive’s separation from service and the remaining payments will be made as provided herein. (c) If Executive is deemed on at the Date time of Termination such separation from service to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(BDeferred Payment(s) such payment or benefit shall will not be made or provided (subject to commence until the last sentence hereof) prior to the earlier of earliest of: (i) the expiration of the six (6)-month 6-month period measured from the date of his Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations issued under Code Section 409A) with the Company, or (ii) the date of his Executive’s death following such separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the “Deferral Period”)additional twenty percent (20%) tax for which the Executive would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral. Upon On the expiration of the Deferral Periodapplicable deferral period, all any payments and benefits deferred pursuant to this Section 15 (whether they that would have otherwise been payable made during that period (whether in a single sum or in installments installments) in the absence of such deferral) shall this paragraph will be paid or reimbursed to the Executive or Executive’s beneficiary in a one lump sum, . (d) The Company and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, and as applicable their beneficiary, will work together to ensure the Company and the Executive shall pay address and abide by any Section 409A requirements. (e) The Company reserves the full cost right to amend this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of premiums Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Code Section 409A or to otherwise avoid income recognition under Code Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment and benefit payable hereunder is intended to constitute a separate payment for such welfare benefits during purposes of Section 1.409A-2(b)(2) of the Deferral Period and Treasury Regulations. In no event will the Company shall pay reimburse the Executive an amount equal to the amount of such premiums paid by for any taxes that might be imposed on the Executive during the Deferral Period promptly after its conclusion.as a result of Section 409A.

Code Section 409A. The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) If (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of i) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall indemnify be treated as a separate payment and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six- month period measured from the date of his immediately following Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Affiliates

Code Section 409A. The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) If (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under ▇▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of i) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall indemnify be treated as a separate payment and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his immediately following Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionAffiliates.

Code Section 409A. The parties hereto intend that the payments and benefits provided in this Agreement either will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (a) If the “Code”), or be provided in a manner that complies with Section 409A of the Code and any provision ambiguity herein shall be interpreted so as to be consistent with the intent of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementparagraph. Further, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined under Section 409A of the Code) at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in Treasury Regulations issued order to prevent any accelerated recognition of income or additional tax under Code Section 409A409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) or (ii) until the date that is at least six (6) months following Executive’s termination of his death employment with the Company (or the “Deferral Period”earlier date of Executive’s death). Upon , whereupon the expiration of Company will promptly pay Executive a lump-sum amount equal to the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they cumulative amounts that would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be previously paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement during the period in which such payments or benefits were deferred. In addition, if following the date hereof, the Company or Executive reasonably determines that any amounts or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall be paid work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or (ii) preserve the intended tax treatment of the compensation and benefits provided in accordance with respect to this Agreement or (iii) comply with the normal payment dates specified for them hereinrequirements of Section 409A of the Code and related Department of Treasury guidance. Notwithstanding the foregoing, anything contained herein to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executivecontrary, the Executive in no event whatsoever shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A of the Executive an amount equal Code, or damages for failing to comply with Section 409A of the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionCode.

Code Section 409A. (a) If any provision For purposes of this Agreement (or letter agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the original intent and economic benefit to the Executive time of the applicable provision without violating the provisions such termination of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “your separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the Company or (ii) the date of his your death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to you including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which you would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between your termination of employment and the first payment date but for the application of this provision, and any remaining payments and benefits due under this Agreement shall the balance of the installments (if any) will be paid or provided payable in accordance with the normal payment dates specified for them hereintheir original schedule. Notwithstanding the foregoing, to To the extent that the foregoing applies any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be classified as a “short-term deferral” within the meaning of any ongoing welfare benefits Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionTreasury Regulations.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision anything to the contrary in this Agreement, if the Executive Employee is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A(a)(2)(B)409A”) at the time of Employee’s termination, then with regard to any payment or the provision of any benefit only that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration portion of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred severance payable to Employee pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sumAgreement, if any, and any remaining other severance payments and or separation benefits due which may be considered deferred compensation under this Agreement shall Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be paid or provided made within the first six (6) months following Employee’s termination of employment in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. Notwithstanding Any portion of the foregoingDeferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the extent that the foregoing applies additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionso comply.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 13 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 13 shall be paid or provided payable in accordance with the normal their original payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionschedule.

Code Section 409A. The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (a“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 constitute a short-term deferral within the 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 any a provision of this Agreement (or would result in the imposition of any award of compensationan applicable tax under Code Section 409A, including equity compensation or benefits) would cause the Executive parties agree that such provision shall be reformed to incur any additional tax or interest the extent permissible under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive avoid imposition of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties with such reformation effected in a manner that may be imposed on has the Executive by Code Section 409A. (b) most favorable tax result to the Executive. Notwithstanding any provision in this Agreement to the contrary in this Agreementcontrary, if (a) the Executive is deemed on the Date of Termination to be a “specified employee,” within the meaning of that as such term under is defined in Code Section 409A(a)(2)(B), then with regard to 409A and the regulations thereunder and (b) any payment or the provision of any benefit that due under this Agreement is subject to Code Section 409A and is required to be delayed in compliance with under Code Section 409A(a)(2)(B) such 409A because the Executive is a specified employee, that payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to payable on the earlier of (i) the expiration of first business day that is six months after the six (6)-month period measured Executive’s Separation from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or Service, (ii) the date of his death the Executive’s death, or (iii) the “Deferral Period”). Upon date that otherwise complies with the expiration requirements of Code Section 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the Deferral PeriodExecutive’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, all payments and benefits deferred pursuant to this the Company may establish procedures as it deems appropriate in accordance with Code Section 15 (whether they would have otherwise been payable in a single sum 409A. For purposes of Code Section 409A, each payment amount or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits benefit due under this Agreement shall will be paid considered a separate payment and the Executive’s entitlement to a series of payments or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required under this Agreement is to be delayed if the premiums therefore were paid by the Executivetreated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to (i) the amount of such premiums paid by expenses eligible for reimbursement during a calendar year may not affect the Executive during expenses eligible for reimbursement in any other calendar year, (ii) the Deferral Period promptly after reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. For purposes of this Agreement, “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its conclusion“409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 414(b) or Internal Revenue Code Section 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Internal Revenue Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. (a) If This Agreement is intended to be exempt from Section 409A of the Code, as amended and will be interpreted in a manner intended to reflect that intention. A. Notwithstanding anything herein to the contrary, if any provision of amounts payable pursuant to this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive are determined to incur any additional tax or interest under Code be subject to Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating Code, then with respect to such amounts: (i) if at the provisions time of Code Section 409A. The Company shall indemnify and hold the Executive harmlessExecutive’s separation from service from Company, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within as defined in Section 409A of the meaning Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such amounts hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that term is six months following Executive’s separation from service from Company (or the earliest date as is permitted under Code Section 409A(a)(2)(B409A of the Code), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or and (ii) the date each payment of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all two or more installment payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. Any amounts of deferred compensation that are payable by reason of Executive's termination of employment shall not be paid unless such termination of employment also constitutes a "separation from service" for purposes of Section 409A of the Code and references to the employee's "termination," or provided in accordance with "termination of employment" and words and phrases of similar meaning shall be construed to require a "separation from service" for purposes of Section 409A of the normal Code. B. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment dates specified for them herein. Notwithstanding or other benefits compliant under Section 409A of the foregoingCode, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. C. To the foregoing applies extent any reimbursements or in-kind benefits due Executive under this Agreement constitutes “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. Company shall pay consult with Executive in good faith regarding the implementation of the provisions of this paragraph; provided that neither Company nor any of its employees or representatives shall have any liability to Executive an amount equal with respect thereto. (Signature Page to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Follow)

Code Section 409A. (a) If any provision For purposes of this Agreement (or Agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on at the Date time of Termination such termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “Executive’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the LAC Group or (ii) the date of his Executive’s death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to Executive including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which Executive would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any remaining provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments and benefits due hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be paid or deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to any expense reimbursement or the provision of any ongoing welfare benefits to the Executive that would not be required in-kind benefit under this Agreement is determined to be delayed if subject to Section 409A of the premiums therefore were paid by the ExecutiveCode, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of any such premiums paid by expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive during incurred such expenses, and in no event shall any right to reimbursement or the Deferral Period promptly after its conclusionprovision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. 24.9.2.1 Notwithstanding anything else to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted to provide payments that are exempt from Code Section 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 (ataking into account the amounts that are treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral” exclusions), 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 that any regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) If would result in the Executive being subject to the payment of interest or any additional tax under Code Section 409A, the 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. 24.9.2.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement (or providing for the payment of any award amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A (taking into account the amounts that are treated as exempt from the requirements of compensationCode Section 409A by reason of the “separation pay” or “short-term deferral” exclusions) upon or following a termination of employment, including equity compensation or benefits) unless such termination is also a “separation from service” within the meaning of Code Section 409A (but only if the payment thereof prior to a “separation from service” would cause the Executive to incur any additional tax or interest under violate Code Section 409A or any regulations or Treasury guidance promulgated thereunder, exclusion from the Company shall, after consulting with the Executive, reform such provision to comply with requirements of Code Section 409A; provided that the Company agrees , as applicable). For purposes of any such provision of this Agreement relating to maintainany such payments or benefits, references to the maximum extent practicable, “Date of Termination” shall mean the original intent date the “separation from service” occurs and economic benefit references to the Executive a “termination,” “termination of the applicable provision without violating the provisions employment” or like terms shall mean “separation from service.” 24.9.2.3 For purposes of Code Section 409A. The Company 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall indemnify be treated as a right to receive a series of separate and hold distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Executive harmlessdate of termination”), on an after-tax basis, for any additional taxthe actual date of payment within the specified period shall be within the sole discretion of the Company, as well as interest the case may be, and penalties if a payment is subject to receipt of the Release required in Section 18 that may has not been revoked and the payment date could fall in two (2) calendar years, the payment shall be imposed on made in the Executive by second (2nd) calendar year. 24.9.2.4 With respect to any payment constituting nonqualified deferred compensation subject to Code Section 409A. 409A: (bA) Notwithstanding all expenses, in-kind benefits or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any provision event the reimbursement of eligible expenses shall be made on or prior to the contrary last day of the taxable year following the calendar year in this Agreement, if which such expenses were incurred by the Executive; (B) no reimbursement of eligible expenses incurred or in-kind benefits provided in any calendar year shall in any way affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 24.9.2.5 If the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with considered nonqualified deferred compensation under Code Section 409A(a)(2)(B) 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided (subject to on the last sentence hereof) prior to first business day following the date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of his such “separation from service” of the Executive, and (as such term is defined in Treasury Regulations issued under Code Section 409A) or (iiB) the date of his the Executive’s death (the “Deferral Delay Period”). Upon the expiration of the Deferral Delay Period, all payments and benefits deferred delayed pursuant to this Section 15 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferraldelay) shall be paid or reimbursed to the Executive in a lump sumsum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding . 24.9.2.6 Neither the foregoing, to Company nor any of its Affiliates makes any warranties regarding the extent that the foregoing applies to the provision tax treatment of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after amounts payable under this Agreement (including its conclusionExhibits).

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 13 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 13 shall be paid or provided payable in accordance with the normal their original payment dates specified for them hereinschedule. Notwithstanding the foregoingBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, to the extent that the foregoing applies to the provision Chief Executive Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Global Sales

Code Section 409A. This Agreement is intended to provide compensation and other remuneration that is exempt from the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with that intent. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A. Without limiting the foregoing, In the event that (ai) If one or more payments of compensation or benefits (and any provision other severance payments or benefits which may be considered deferred compensation under Section 409A) received or to be received by the Executive pursuant to Section 5.3(b) of this Agreement (or of any award of compensation, including equity compensation or benefits“Separation Payment”) would cause the Executive constitute deferred compensation subject to incur any additional tax or interest under Code Section 409A or any of the Code and the regulations or Treasury guidance other authority promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision as amended from time to comply with Code time (“Section 409A; provided that the Company agrees to maintain”), to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (bii) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on at the Date time of Termination such termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B409A(a)(2)(B)(i), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Separation Payment shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his the Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations issued under Code Section 409A) with the Company (the “delay period”) or (ii) such earlier time permitted under Section 409A of the date Code; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive under Section 409A, including (without limitation) the additional 20% tax for which the Executive would otherwise be liable under Section 409A(a)(l)(B) or any state law equivalent of his death (Section 409A in the “Deferral Period”)absence of such deferral. Upon the expiration of the Deferral Periodapplicable delay period, all payments and benefits deferred pursuant to this Section 15 (whether they any Separation Payment that would have otherwise been payable made during that period (whether in a single sum or in installments installments) in the absence of such deferral) this Section 21 shall be paid or reimbursed to the Executive or the Executive’s beneficiary in a one lump sum, including all accrued interest, and any all remaining payments and benefits due under this Agreement shall Separation Payments, if any, will be paid or provided payable in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, schedule applicable to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusioneach payment or benefit.

Code Section 409A. (a) If any provision of this The following new paragraphs are hereby inserted into the Agreement (or of any award of compensation, including equity compensation or benefits) would cause immediately preceding the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, final full paragraph on an after-tax basis, for any additional tax, page 2 as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) follows: "Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to no Deferred Payments (as defined below) shall be payable until you have a “specified employee” "separation from service" within the meaning of section 409A of the Internal Revenue code of 1986, as amended (the “Code") and the final regulations and official guidance thereunder (together, "Section 409A”). Similarly, no severance payable to you, if any, pursuant to this Agreement that term under Code would otherwise be exempt from Section 409A(a)(2)(B409A pursuant to Treasury Regulation 1.409A-1(b)(9) shall be payable until you have a "separation from service" within the meaning of Section 409A. Further, if you are a "specified employee" within the meaning of Section 409A at the time of your separation from service (other than due to death), then with regard and the severance payments and benefits payable to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject you, if any, pursuant to the last sentence hereof) prior to Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A. (together, the earlier of (i) "Deferred Payments"), such Deferred Payments that are otherwise payable within the expiration of the first six (6)-month period measured 6) months following your separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of his “your separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral PeriodAll subsequent Deferred Payments, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been if any, will be payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them hereinschedule applicable to each payment or benefit. Notwithstanding the foregoing, anything herein to the extent that the foregoing applies contrary, if you die following your separation from service but prior to the provision six (6) month anniversary of your separation from service (or any ongoing welfare later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Executive that would not Agreement will be required subject to the additional tax imposed under Section 4094, and any ambiguities herein will be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period interpreted to so comply. You and the Company shall pay the Executive an amount equal agree to work together in good faith to consider amendments to the amount Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.any additional tax or income recognition prior to actual payment to you under Section 409A."

Code Section 409A. (a) If any provision This Agreement is intended to meet the requirements of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any of the Code and the regulations or and Treasury guidance promulgated thereunderthereunder (“Section 409A”) with respect to amounts subject thereto and will be interpreted and construed consistent with that intent. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the Company shall, after consulting with the Executive, reform such extent any provision in this Agreement must be modified to comply with Code Section 409A; provided , such provision shall be read in such a manner so that no payment due to Executive shall be subject to an “additional tax” within the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive meaning of Section 409A(a)(1)(B) of the applicable provision without violating the provisions of Code Section 409A. Code. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, not be liable for any additional taxdetermination made in good faith, as well as interest and penalties that may be imposed on the Executive by Code a payment of compensation is exempt from or compliant with Section 409A. (b) Notwithstanding any provision anything in this Agreement to the contrary in this Agreementcontrary: (i) if, if at the time of termination of Executive’s employment hereunder, Executive is deemed on the Date of Termination to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive is entitled under this Agreement in connection with such termination that term under Code are subject to Section 409A(a)(2)(B409A (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), then with regard to any (y) on the Delayed Payment Date, Executive will receive a lump sum payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject an amount equal to the last sentence hereof) aggregate amount of such payments that otherwise would have been made to Executive prior to the earlier Delayed Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (ias defined in Section 409A) the expiration triggered by a termination of the six (6)-month period measured from the date employment, a termination of his employment will be deemed not to have occurred until such time as Executive incurs a “separation from service” (as such term is defined with the Company in Treasury Regulations issued under Code accordance with Section 409A; (iii) or (ii) the date for purposes of his death (the “Deferral Period”). Upon the expiration of the Deferral PeriodSection 409A, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable each payment in a single sum or in installments in the absence series of such deferralinstallment payments provided under this Agreement will be treated as a separate payment; (iv) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits reimbursement for tax due under this Agreement Agreement, such as pursuant to a provision providing for a tax gross-up (including any reimbursement due under Section 11 of this Agreement), shall be paid made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made; and (v) no expenses eligible for reimbursement, or provided in-kind benefits provided, to Executive under this Agreement during any calendar year will affect the amounts eligible for reimbursement in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingany other calendar year, to the extent that the foregoing applies subject to the provision requirements of Section 409A, and no such right to reimbursement or in-kind benefits will be subject to liquidation or exchange for any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionother benefit.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Although the Company does not guarantee to the Executive any particular tax treatment relating to incur any additional tax the payments made or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, benefits provided to the Company shall, after consulting Executive in connection with the Executive’s employment with the Company, reform such provision to it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A; provided that ”), or be exempt therefrom, and this Agreement shall be construed and applied in a manner consistent with this intent. However, notwithstanding anything herein to the contrary, in no event whatsoever shall the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive or any of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, its affiliates be liable for any tax, additional tax, as well as interest and penalties or penalty that may be imposed on the Executive by pursuant to Code Section 409A. 409A or for any damages for failing to comply with Code Section 409A. The Executive’s termination from employment must constitute a “separation from service” under Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment; provided, further, that in the event the period during which the Executive is entitled to consider (and revoke, if applicable) this Agreement spans two calendar years, then any payment that otherwise would have been payable during the first calendar year will in no case be made until the later of (a) the end of the revocation period (assuming the Executive does not revoke this Agreement prior to the end of such period) and (b) the first business day of the second calendar year (regardless of whether the Executive has used the full time period allowed for consideration of this Agreement), as and to the extent required for purposes of Code Section 409A; and provided, further, that the Company shall have the right to offset against such severance pay any then-existing documented and bona fide monetary debts the Executive owes to the Company or any of its subsidiaries, but only to the extent permissible under Code Section 409A. Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date date of Termination termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)) of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with considered deferred compensation under Code Section 409A(a)(2)(B) 409A payable on account of a “separation from service,” such payment or benefit shall will not be made or provided (subject to until the last sentence hereof) prior to date that is the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his such “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or of the Executive, and (ii) the date of his death (the “Deferral Period”). Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the Deferral Periodforegoing delay period, all payments and benefits deferred delayed pursuant to this Section 15 2.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferraldelay) shall will be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall will be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any other provision herein to the foregoingcontrary, to the extent that the foregoing applies to reimbursement of any expenses or the provision of any ongoing welfare in-kind benefits under this Agreement is subject to Code Section 409A, (i) reimbursement of any such expense shall be made by no later than December 31 of the calendar year immediately following the calendar year in which such expense is incurred; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each and every payment under this Agreement shall be treated as a right to receive a series of separate payments under this Agreement shall be treated as a right to receive a series of separate payments under the Executive that would not be required Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under this Agreement specifies a payment period with reference to be delayed if the premiums therefore were paid by the Executivea number of days, the Executive actual date of payment within the specified period shall pay be within the full cost sole discretion of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionCompany.

Code Section 409A. The parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Code Section 409A (aand the regulations or other applicable guidance), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) If and the exception for “involuntary” separation pay plans under Treas. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of a) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company shall indemnify 409A(a)(2)(A)(i), and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision each payment made under this Agreement shall be treated as a separate payment and the right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 3.3 and 3.4, shall be treated as a right to a series of separate payments. In addition, if the Executive Employee is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his immediately following Employee’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive Employee during such period, but shall instead be accumulated and paid to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Employee’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Employee or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionAffiliates.

Code Section 409A. (a) If The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations Award hereunder be found not to comply with, or Treasury guidance promulgated thereunderotherwise be exempt from, the Company shall, after consulting with provisions of the Executive, reform such provision to comply with Code Section 409A; provided that , such provision shall be modified and given effect (retroactively if necessary), in the Company agrees sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to maintainbe necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent practicablerequired in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the original intent and economic benefit to six-month period immediately following the Executive Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control or Fundamental Transaction will be made only if, in connection with the Change of Control or Fundamental Transaction, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable provision payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination Any payments to be made under this Agreement upon a “specified employee” within the meaning termination of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit employment shall not only be made or provided (subject to the last sentence hereof) prior to the earlier if such termination of (i) the expiration of the six (6)-month period measured from the date of his employment constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [Name][Address][Address] Plan: Chesapeake Energy Corporation Amended and Restated Long Term Incentive PlanID: [•] Effective ___________, 2014 (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the extent that the foregoing applies right to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums receive a cash payment for such welfare benefits during the Deferral Period and the Company shall pay the Executive each PSU awarded in an amount equal to the amount Final PSU Value (as defined below) on the Payment Date specified below. The number of such premiums paid PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Executive during Committee and as set forth below. This Award is further subject to the Deferral Period promptly vesting requirements set forth below. Grant Date Value of Target Award: $[•] Target PSU Allocation: [•] Last Day of the Performance Period: 12/31/2016 Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after its conclusionthe Committee certifies the Company’s performance respecting the performance goals on or following January 1, 2017, but in no case later than March 15, 2017.

Code Section 409A. (a) If This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement (to the contrary, if Recipient is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or of any award of compensation, including equity compensation or benefits) benefit provided for in this Agreement would cause the Executive be subject to incur any additional tax or interest under Code Section 409A if such payment or any regulations or Treasury guidance promulgated thereunder, the Company shall, benefit is paid within six (6) months after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. Recipient’s "separation from service" (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that otherwise would have been made or provided (subject during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to the last sentence hereof) prior to Recipient on the earlier of (i) the expiration first regular payroll date of the six (6)-month period measured from the date of his “seventh month following Recipient’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service or (ii) the date 10th business day following Recipient’s death. If Recipient’s termination of his death (employment hereunder does not constitute a "separation from service" within the “Deferral Period”). Upon meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a "separation from service" within the expiration meaning of Code Section 409A. Neither the Deferral Period, all payments and benefits deferred pursuant Company nor any of its affiliates shall have any liability or obligation to this Section 15 (whether they would have otherwise been payable in a single sum or in installments Recipient in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under event that this Agreement shall be paid does not comply with, or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingis not exempt from, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.

Code Section 409A. (a) If any provision Employer shall, with the consent of Executive, timely amend this Agreement (or of any award of compensationas many times as may be required so that adverse tax consequences to Executive under Code Section 409A, including equity compensation or benefits) would cause the Executive to incur imposition of any additional tax or and interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, penalties are avoided. If Employer fails to timely amend the Company shall, after consulting with the Executive, reform such provision Agreement to comply with Code Section 409A; , or if Executive has timely provided his consent to any such amendment but still incurs an adverse tax consequence under Code Section 409A, Employer shall make a 409A Tax Gross Up Payment to Executive within the thirty (30) day period immediately prior to the date on which Executive is required under applicable law to pay the additional tax imposed under Code Section 409A, but not earlier than the six (6) month anniversary of the date of Executive’s “separation from service,” as defined in Code Section 409A (or the date of death, if earlier) and the payment shall be made in a lump sum without interest on that six (6) month anniversary. For purposes of this Section 9.1l, it is the intent of the parties that the Company agrees to maintain, Agreement and any related Plan or arrangement be amended only to the maximum extent practicable, the original intent and economic benefit required to the Executive of the applicable provision without violating the provisions of comply with Code Section 409A. The Company shall indemnify 409A and hold that the Executive harmlessintended benefits to Executive, on an after-tax basisincluding the amount, for any additional tax, form and timing of such benefits as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary specified in this Agreement, if will be preserved to the greatest extent possible. For purposes of this Agreement, “409A Tax Gross Up Payment” shall mean a payment to or on behalf of Executive is deemed on the Date of Termination which shall be sufficient to be a “specified employee” within the meaning of that term pay, in full, (a) any additional tax imposed under Code Section 409A(a)(2)(B)409A on any amount or benefit to be paid or provided under this Agreement, then with regard to (b) any payment reasonable legal, accounting or the provision tax preparation fees incurred by Executive as a result of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued adverse tax consequences incurred by Executive under Code Section 409A, and (c) or (ii) the date of his death (the “Deferral Period”). Upon the expiration any federal, state and local income tax, any social security and other employment tax, as a result of the Deferral Periodpayments described under (a) and (b) and the aggregate amount of additional tax payments described in this clause (c) but, all payments and benefits deferred (d) excluding any interest or penalties assessed by the Internal Revenue Service on Executive which are attributable to Executive’s willful misconduct or negligence. Notwithstanding the above, no 409A Gross Up Payment will be made if Executive fails to timely consent to any amendment of this Agreement reasonably proposed by Employer pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion9.11.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (or including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A or any and the rules and regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement”), if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning (as defined under Section 409A) as of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A409A shall not be paid until the earlier of (a) or the expiration of the six (ii6) month period measured from the date of Executive’s “separation from service” and (b) the date of his death (the “Deferral Period”)Executive’s death. Upon the expiration of the Deferral Period, all All payments and benefits deferred that are delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) immediately preceding sentence shall be paid or reimbursed to the Executive in a lump sumsum as soon as practicable following the expiration of such period (or if earlier, and any remaining payments and benefits due upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be paid or provided in accordance with designated as a “separate payment” within the normal payment dates specified for them herein. Notwithstanding the foregoingmeaning of Section 409A. As such, and to the extent that applicable and permissible under Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the foregoing applies provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any provision of this Agreement to the provision contrary, in no event shall the Company make any gross-up payment hereunder as a result of the imposition of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost interest or additional taxes under Code Section 409A. [Remainder of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionpage intentionally left blank.]

Code Section 409A. (a) If This Agreement shall be interpreted and administered in a manner so that any provision of this Agreement (amount or of any award of compensation, including equity compensation benefit payable hereunder shall be paid or benefits) would cause provided in a manner that is either exempt from or compliant with the Executive to incur any additional tax or interest under Code requirements Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the Code and applicable provision without violating Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.Code). (b) Notwithstanding any provision anything this Agreement to the contrary contrary, to the extent that any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable under this Agreement by reason of the occurrence of a Change in Control, or Grantee’s separation from service, such amount will not be payable to Grantee by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of this Agreementaward upon a Change in Control or separation from service, if however defined. If this provision prevents the Executive payment of any amount, such payment shall be made at the time that would have applied absent the Change in Control or separation from service, as applicable. (c) If any amount that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable under this Agreement by reason of Grantee’s separation from service during a period in which Grantee is deemed on the Date of Termination to be a “specified employee” within (as defined in Section 409A of the meaning of that term under Code Section 409A(a)(2)(Band applicable regulations), then with regard to any payment or the provision of any benefit that is required to such non-exempt amounts shall be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to until the earlier of (i) the expiration of the six thirty (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A30) days following Grantee’s death, or (ii) the date of his death (the “Deferral Period”). Upon the expiration first day of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionseventh month following Grantee’s separation from service.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensationTo the extent applicable, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided it is intended that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating Agreement be in accordance with the provisions of Code Section 409A. The Company shall indemnify Agreement will be administered and hold interpreted in a manner consistent with this intent, and any provision that would cause the Executive harmless, on an after-tax basis, for any additional tax, as well as interest Agreement to fail to satisfy Code Section 409A will have no force and penalties that effect until amended to comply therewith (which amendment may be imposed on retroactive to the Executive extent permitted by Code Section 409A. (b) Notwithstanding any provision 409A). To the extent Code Section 409A applies, and notwithstanding anything contained herein to the contrary in contrary, for all purposes of this Agreement, if the Executive is shall not be deemed on to have had a termination of employment unless the Date of Termination Executive has incurred a separation from service as defined in Treasury Regulation §1.409A-1(h), and, to be a “specified employee” within the meaning of that term extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A(a)(2)(B)409A and applicable guidance issued thereunder, then with regard to any payment or of the provision amounts payable under the Agreement that would otherwise be payable during the six-month period after the date of any benefit that is required termination shall instead be paid on the first business day after the expiration of such six-month period. In addition, for purposes of the Agreement, each amount to be delayed in compliance with paid and each installment payment shall be construed as a separate, identified payment for purposes of Code Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject 409A. With respect to expenses eligible for reimbursement under the last sentence hereof) prior to the earlier terms of this Agreement, (i) the expiration amount of such expenses eligible for reimbursement in any taxable year shall not affect the six (6)-month period measured from the date of his “separation from service” (as such term is defined expenses eligible for reimbursement in Treasury Regulations issued under Code Section 409A) or another taxable year and (ii) any reimbursements of such expenses shall be made no later than the date of his death (the “Deferral Period”). Upon the expiration end of the Deferral Periodcalendar year following the calendar year in which the related expenses were incurred, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable except, in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingeach case, to the extent that the foregoing applies right to reimbursement does not provide for a “deferral of compensation” within the provision meaning of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.

Code Section 409A. (a) If The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A; provided that amounts are paid in accordance with the terms set forth herein. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement (or providing for the payment of any award amounts or benefits upon or following a termination of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform employment unless such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive termination is deemed on the Date of Termination to be also a “specified employeeseparation from service” within the meaning of that term under Code Section 409A(a)(2)(B)409A and, then with regard to for purposes of any payment or the such provision of any benefit that is required this Agreement, references to be delayed in compliance with Section 409A(a)(2)(B) such payment a “termination,” “termination of employment” or benefit like terms shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his mean “separation from service.” (c) If Executive is a Specified Employee, within the meaning of Section 409A, on the date of her “separation from service,” (as such term is defined in Treasury Regulations issued Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or the date of Executive’s death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Code Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the date expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of his death (the “Deferral Period”). Upon the expiration of the Deferral PeriodSection 409A, all Executive’s right to receive any installment payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. treated as a right to receive a series of separate and distinct payments. (f) Notwithstanding the foregoing, any other provision of this Agreement to the extent contrary, in no event shall any payment under this Agreement that the foregoing applies constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to the provision of offset by any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid other amount unless otherwise permitted by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Section 409A.

Code Section 409A. (a) If any provision The intent of the parties is that payments and benefits under this Agreement (comply with or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code otherwise be exempt from Section 409A or any of the Code and the regulations or Treasury and guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with thereunder (collectively “Code Section 409A; provided that the Company agrees to maintain”) and, accordingly, to the maximum extent practicablepermitted, this Agreement shall be interpreted to be either exempt from or in compliance therewith. In no event whatsoever shall the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, or Employer be liable for any additional tax, as well as interest and penalties or penalty that may be imposed on the Executive by Code Section 409A. (b) 409A or damages for failing to comply with Code Section 409A. Notwithstanding any provision other payment schedule provided herein to the contrary in this Agreementcontrary, if the Executive is deemed on the Date date of Termination termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit under this Agreement that is required to be delayed in compliance with considered deferred compensation under Code Section 409A(a)(2)(B) such payment or benefit 409A payable on account of a “separation from service” shall not be made or provided (subject to until the last sentence hereof) prior to date which is the earlier of (iA) the expiration of the six (6)-month period measured from the date of his such “separation from service” of Executive, and (as such term is defined in Treasury Regulations issued under Code Section 409A) or (iiB) the date of his Executive’s death (the “Deferral Delay Period”). ) to the extent required under Code Section 409A. Upon the expiration of the Deferral Delay Period, all payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral5(d) shall be paid or reimbursed to the Executive in a lump sum, and any all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” from the Company and Employer within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding the foregoing, any other provision to the extent contrary, in no event shall any payment under this Agreement that the foregoing applies constitutes “deferred compensation” for purposes of Code Section 409A be subject to the provision of offset by any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid other amount unless otherwise permitted by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or Treasury guidance promulgated thereunderadvisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 14 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 14 shall be paid or provided payable in accordance with the normal their original payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionschedule.

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (a) If “Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement will be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement (or to the contrary, if, as of any award the date of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive's separation from service, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not no payments may be made or and no benefits may be provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after its conclusionsuch date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. 10.1 To the extent that any payments to be made to Executive upon a termination of employment are subject to Section 409A of the Code, a termination of employment with the Company shall not have occurred unless and until Executive has incurred a “separation from service” as defined under Section 409A of the Code and applicable regulations. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 10.2 Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (a) six (6) months and one (1) day after Executive’s separation from service, or (b) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. 10.3 All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable 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 (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 10.4 The Parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement (or is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A 2(b)(2). The Parties agree that this Agreement may be amended, as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code 9 | Page and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either Party. This Section 10 shall apply only to the extent required to avoid Executive’s incurrence of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. 10.5 Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code payments shall be made no earlier than at such times allowed under Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive 409A of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionCode.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 13 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 13 shall be paid or provided payable in accordance with the normal their original payment dates specified for them hereinschedule. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Code Section 409A. (a) If The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement (to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination of the Executive's employment or separation from service are intended to mean the Executive's "separation from service," within the meaning of any award Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a "specified employee" within the meaning of compensationCode Section 409A at the time of the Executive's separation from service, including equity compensation or benefits) would cause then to the extent necessary to avoid subjecting the Executive to incur the imposition of any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder409A, amounts that would otherwise be payable under this Agreement based on the Executive's separation from service, shall not be paid to the Executive during the six-month period immediately following the Executive's separation from service, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive's death, the Company shall, Executive's estate) in a lump sum on the first business day after consulting with the earlier of the date that is six months following the Executive's separation from service or the Executive's death. No additional interest or earnings shall be due on such amounts during such six-month period, reform such provision except as otherwise specified by this Agreement. This Agreement shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted by and necessary to comply with Code Section 409A; provided that 409A and to avoid or mitigate the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive imposition of the applicable provision without violating the provisions of additional taxes under Code Section 409A. The Company shall indemnify and hold Notwithstanding the Executive harmlessforegoing, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the no provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted or provided construed to transfer any liability for failure to comply with Code Section 409A from the Executive or any other individual to the Company or any of its Affiliated Companies. 13. New Section 13(a) is amended to read in its entirety as follows: (a) This Agreement shall be governed by and construed in accordance with the normal payment dates specified for them herein. Notwithstanding laws of the foregoingState of Delaware, without reference to principles of conflict of laws, except to the extent that preempted by federal law. The captions of this Agreement are not part of the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would provisions hereof and shall have no force or effect. This Agreement may not be required to be delayed if the premiums therefore were paid amended or modified otherwise than by a written agreement executed by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period parties hereto or their respective successors and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionlegal representatives.

Code Section 409A. It is intended that this Agreement comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Department regulations relating thereto (a) If “Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement will be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement (or to the contrary, if, as of any award the date of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive’s separation from service, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not no payments may be made or and no benefits may be provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly period beginning on the date of the Executive’s separation from service and ending on the last day of the sixth month after its conclusionsuch date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. A. Payments under this Agreement that will constitute non-exempt “deferred compensation” for purposes of Section 409A that otherwise would 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” (aas defined under Section 409A), then, subject to any permissible acceleration of payment by the Employer under Treasury Regulations Sections 1.409A-3(j)(4), commencement of the amount of such non-exempt deferred compensation that otherwise would be payable during the six-month period immediately following Executive’s separation from service will be delayed until the first of Employer’s regularly scheduled pay dates in the seventh month following Executive’s separation from service, and the normal payment schedule for any remaining payments or will start at that date. B. Any payment or benefit required to be paid hereunder on account of Executive’s termination of employment, service (or any other similar term) If will be made only in connection with Executive’s “separation from service,” within the meaning of Section 409A. C. To the extent permitted by Code Section 409A, and notwithstanding any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause to the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereundercontrary, the Company shallEmployer, after consulting in its sole discretion, may elect to accelerate the time or form of payment of a benefit owed to Executive in accordance with the Executive, reform such provision terms and subject to comply the conditions of Treasury Regulations Section 1.409A-3(j)(4). D. Employer may take any action considered to be corrective in nature concerning compliance with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest described in Internal Revenue Service Notice 2010-6. E. Employer will not be subject to any claim, liability, or expense, and penalties that may be will not have any obligation to indemnify or otherwise protect Executive, from the obligation to pay any taxes imposed on the Executive by Code under Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) If any provision For purposes of this Agreement (or Agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on at the Date time of Termination such termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “Executive’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the LAC Group or (ii) the date of his Executive’s death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to Executive including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which Executive would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any remaining provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments and benefits due hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be paid or deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to any expense reimbursement or the provision of any ongoing welfare benefits to the Executive that would not be required in-kind benefit under this Agreement is determined to be delayed if subject to Section 409A of the premiums therefore were paid by the ExecutiveCode, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of any such premiums paid by expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive during incurred such expenses, and in no event shall any right to reimbursement or the Deferral Period promptly after its conclusionprovision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (or including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A or 409A. To the extent that any regulations or Treasury guidance promulgated thereunder, amount payable under this Agreement would trigger the Company shall, after consulting with the Executive, reform such provision to comply with additional tax imposed by Code Section 409A; provided that , the Company agrees Agreement shall be modified to maintain, avoid such additional tax yet preserve (to the maximum nearest extent practicable, reasonably possible) the original intent and economic intended benefit payable to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under as defined in Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Executive shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of his employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date 6) months after his termination of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) employment for any reason other than death, or (ii) the date of Executive’s death. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Executive following a termination of his death (the “Deferral Period”). Upon the expiration employment that are not so paid by reason of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral24(b) shall be paid or reimbursed as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the Executive in a lump sumextent, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.comply with Code Section 409A.

Code Section 409A. The Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) If (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under T▇▇▇▇. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (or of i) with respect to any award of compensation, including equity compensation or benefits) would cause the Executive payments and benefits under this Agreement to incur any additional tax or interest under which Code Section 409A or any regulations or Treasury guidance promulgated thereunderapplies, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, all references in this Agreement to the maximum extent practicable, termination date or other termination of Executive’s employment are intended to mean Executive’s “separation from service” within the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company 409A(a)(2)(A)(i), and (ii) each payment made under this Agreement shall indemnify be treated as a separate payment and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision right to the contrary in a series of installment payments under this Agreement, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term 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(a)(2)(B)409A, then with regard to any payment or amounts that would otherwise be payable under this Agreement during the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month six-month period measured from the date of his immediately following Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall not be paid or reimbursed to the Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with sum on the normal payment dates specified for them hereinfirst business day after the earlier of the date that is six months following Executive’s separation from service. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the extent that the foregoing applies to the provision Company or any of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionAffiliates.

Code Section 409A. (a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) ), such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) If any provision For purposes of this Agreement (or Agreement, a termination of any award of compensation, including equity compensation or benefits) would cause employment will be determined consistent with the Executive rules relating to incur any additional tax or interest under Code a “separation from service” as defined in Section 409A or any of the Code and the regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; ”). Notwithstanding anything else provided that the Company agrees to maintainherein, to the maximum extent practicableany payments provided under this Agreement in connection with Employee’s termination of employment constitute deferred compensation subject to Section 409A, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive Employee is deemed on at the Date time of Termination such termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to commence until the earlier of (i) the expiration of the six (6)-month 6-month period measured from the date of his “Employee’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) service from the Company or (ii) the date of his Employee’s death (following such a separation from service; provided, however, that such deferral shall only be effected to the “Deferral Period”). Upon extent required to avoid adverse tax treatment to Employee including, without limitation, the expiration of the Deferral Period, all payments and benefits deferred pursuant to this additional tax for which Employee would otherwise be liable under Section 15 (whether they would have otherwise been payable in a single sum or in installments 409A(a)(1)(B) in the absence of such a deferral) shall be . The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid or reimbursed to during the Executive in a lump sumperiod between Employee’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any remaining provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments and benefits due hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be paid or deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Except as otherwise expressly provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to any expense reimbursement or the provision of any ongoing welfare benefits to the Executive that would not be required in-kind benefit under this Agreement is determined to be delayed if subject to Section 409A of the premiums therefore were paid by the ExecutiveCode, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of any such premiums paid by expenses eligible for reimbursement, or the Executive during provision of any in-kind benefit, in one calendar year shall not affect the Deferral Period promptly expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after its conclusionthe last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 13 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 13 shall be paid or provided payable in accordance with the normal their original payment dates specified for them hereinschedule. Notwithstanding the foregoingBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, to the extent that the foregoing applies to the provision President and Chief Executive Officer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Finance

Code Section 409A. (a) If Notwithstanding any other provision of this Agreement (or to the contrary, the parties to this Agreement intend that this Agreement will satisfy the applicable requirements, if any, of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any of the Internal Revenue Code of 1986, as amended, and the regulations or Treasury guidance promulgated thereunder, thereunder (collectively hereinafter referred to as “409A”) in a manner that will preclude the imposition of additional taxes and interest imposed under 409A. The parties agree that the Agreement will be amended (as determined by the Company shall, after consulting in consultation with Executive) to the Executive, reform such provision extent necessary to comply with Code Section 409A; provided that , as amended from time to time, and the Company agrees to maintain, notices and other guidance of general applicability issued thereunder. Notwithstanding anything in this Agreement to the maximum extent practicablecontrary, if any amounts that become due under this Agreement on account of Executive’s termination of employment constitute “nonqualified deferred compensation” within the original intent and economic benefit to the meaning of 409A, payment of such amounts will not commence until Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional taxincurs a Separation from Service, as well as interest and penalties that may be imposed on defined under 409A). If, at the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in time of Executive’s termination of employment under this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B409A), then with regard any amounts that constitute “nonqualified deferred compensation” within the meaning of 409A that become payable to Executive on account of Executive’s Separation from Service (including any payment or amounts payable pursuant to the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(Bpreceding sentence) such payment or benefit shall will not be made paid or provided (subject to commence earlier than the last sentence hereof) prior to the earlier of (i) the expiration first day of the six (6)-month period measured from seventh month following the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date Executive’s termination of his death employment (the “Deferral 409A Suspension Period”). Upon Within fourteen (14) calendar days after the expiration end of the Deferral 409A Suspension Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall Executive will be paid or reimbursed to the Executive in a lump sumsum equal to any payments delayed because of the preceding sentence. Thereafter, and Executive will receive any remaining payments and benefits as if there had not been an earlier delay. Each payment due under this Agreement shall be paid or provided in accordance with the normal is treated as a separate payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision purposes of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period Treasury Regulations Sections 1.409A-1(b)(4)(F) and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion1.409A-2(b)(2).

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (or including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A or any and the rules and regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement”), if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning (as defined under Section 409A) as of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A409A shall not be paid until the earlier of (a) or the expiration of the six (ii6) month period measured from the date of Executive’s “separation from service” and (b) the date of his death (the “Deferral Period”)Executive’s death. Upon the expiration of the Deferral Period, all All payments and benefits deferred that are delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) immediately preceding sentence shall be paid or reimbursed to the Executive in a lump sumsum as soon as practicable following the expiration of such period (or if earlier, and any remaining payments and benefits due upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be paid or provided in accordance with designated as a “separate payment” within the normal payment dates specified for them herein. Notwithstanding the foregoingmeaning of Section 409A. As such, and to the extent that applicable and permissible under Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the foregoing applies provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. Notwithstanding any provision of this Agreement to the provision contrary, in no event shall the Company make any gross-up payment hereunder as a result of the imposition of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.interest or additional taxes under Code Section 409A.

Code Section 409A. (a) If any provision of Anything in this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if at the Executive time of the EMPLOYEE’S separation from service within the meaning of Section 409A of the IRC, TBOP’s stock is deemed publicly traded on an established securities market or otherwise and TBOP determines that the Date of Termination to be EMPLOYEE is a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the IRC, then with regard to the extent any payment or the provision of any benefit that is required the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’s separation from service would be delayed in compliance with considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a)(2)(B409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment or shall not be payable and such benefit shall not be made or provided (subject to until the last sentence hereof) prior to date that is the earlier of (i) six months and one day after the expiration of the six (6)-month period measured from the date of his “EMPLOYEE’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) , or (ii) the date EMPLOYEE’s death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of his death (this provision, and the “Deferral Period”). Upon the expiration balance of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the normal payment dates specified applicable federal short-term rate published by the Internal Revenue Service for them hereinthe month in which the date of separation from service occurs, from such date of separation from service until the payment. Notwithstanding the foregoing, to To the extent that the foregoing applies to the provision of any ongoing welfare medical benefits to the Executive EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the ExecutiveEMPLOYEE, the Executive EMPLOYEE shall pay the full cost costs of premiums for such welfare medical benefits during the Deferral Period six-month period and the Company TBOP shall pay the Executive EMPLOYEE an amount equal to the amount of such premiums paid by the Executive EMPLOYEE during the Deferral Period promptly six-month period within ten (10) days after its conclusionthe conclusion of such period. (b) Solely for purposes of Section 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable 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 termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) If The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Severance benefits under the Agreement are intended to be exempt from Section 409A under the “short- term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with Section 409A; provided that amounts are paid in accordance with the terms set forth herein. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement (or providing for the payment of any award amounts or benefits upon or following a termination of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform employment unless such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive termination is deemed on the Date of Termination to be also a “specified employeeseparation from service” within the meaning of that term under Code Section 409A(a)(2)(B)409A and, then with regard to for purposes of any payment or the such provision of any benefit that this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) If the Executive is required to be delayed in compliance with a Specified Employee, within the meaning of Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from 409A, on the date of his “separation from service,” (as such term is defined in Treasury Regulations issued Regulation Section 1.409A-1(h), any amounts payable on account of such separation from service that constitute “deferred compensation” within the meaning of Section 409A shall be paid on the date that is six (6) months following such separation from service, or the date of Executive’s death, if earlier, but only to the extent necessary to avoid the imposition of additional taxes under Code Section 409A. (d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the date expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (e) For purposes of his death (the “Deferral Period”). Upon the expiration of the Deferral PeriodSection 409A, all Executive’s right to receive any installment payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. treated as a right to receive a series of separate and distinct payments. (f) Notwithstanding the foregoing, any other provision of this Agreement to the extent contrary, in no event shall any payment under this Agreement that the foregoing applies constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to the provision of offset by any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid other amount unless otherwise permitted by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Section 409A.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement (to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under warrant that this Agreement will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company shall, after consulting with and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the Executive, reform such provision obligation to comply with pay any taxes pursuant to Code Section 409A; provided that the Company agrees 409A. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive be a deferral of the applicable provision without violating compensation not exempt from the provisions of Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, would be considered a payment upon a separation from service for any additional tax, as well as interest and penalties that may be imposed on the Executive by purposes of Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement409A, if the and Executive is deemed on the Date of Termination determined to be a “"specified employee” within the meaning of that term " under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death the Termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 13 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement Section 13 shall be paid or provided payable in accordance with the normal their original payment dates specified for them hereinschedule. Notwithstanding the foregoingBy: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, to the extent that the foregoing applies to the provision President and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer and Vice President of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Finance

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with Code Section 409A (or including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A. To the extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A or any and the rules and regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement”), if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning (as defined under Section 409A) as of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A409A shall not be paid until the earlier of (a) or the expiration of the six (ii6) month period measured from the date of Executive’s “separation from service” and (b) the date of his death (the “Deferral Period”)Executive’s death. Upon the expiration of the Deferral Period, all All payments and benefits deferred that are delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) immediately preceding sentence shall be paid or reimbursed to the Executive in a lump sumsum as soon as practicable following the expiration of such period (or if earlier, and any remaining payments and benefits due upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Agreement shall be paid or provided in accordance with designated as a “separate payment” within the normal payment dates specified for them herein. Notwithstanding the foregoingmeaning of Section 409A. As such, and to the extent that applicable and permissible under Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the foregoing applies provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section l.409A-l(b)(4) regarding payments made within the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executiveapplicable 2 ½ month period and Section l.409A-l(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the Executive parties shall pay the full cost of premiums for cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.arrangements in compliance with Section 409A.

Code Section 409A. (a) If and only to the extent that any provision payment or benefit under this Agreement, is determined to constitute “non-qualified deferred compensation” subject to Code Section 409A, then it is intended that such non-qualified deferred compensation be administered and paid in order to comply with all of the rules of Code Section 409A, and notwithstanding anything in this Agreement to the contrary: (i) if such payment or benefit is described in Section 4, such payment or benefit shall be made or provided to Executive only upon or with reference to a “separation from service” as defined for purposes of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or under Treasury guidance promulgated Regulation 1.409A-1(h) including the default presumptions thereunder, and (ii) if Executive is a “specified employee” (within the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions meaning of Code Section 409A. The Company shall indemnify and hold 409A(a)(2)(B)(i) of the Executive harmless, on an after-tax basis, for any additional taxCode, as well as interest and penalties that may be imposed on reasonably determined by the Executive by Code Section 409A. (bCompany) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination and, to be the extent the Company reasonably determines that an amount or other benefit that is payable under this Agreement on account of Executive’s separation from service (other than as a result of Executive’s death) fails to qualify for any of the exemptions from the definition of nonqualified deferred compensation available under Section 1.409A-1(b) of the Treasury Regulations and constitutes nonqualified deferred compensation that will subject Executive to “specified employeeadditional tax” within the meaning of that term under Code Section 409A(a)(2)(B), then 409A(a)(1)(B) with regard respect to any the payment of such amount or the provision of any such benefit that is required to be delayed if paid or provided at the time specified in compliance with Section 409A(a)(2)(B) such this Agreement, then the payment or benefit provision thereof shall not be made or provided (subject postponed to the last sentence hereof) prior to first business day after the earlier six-month anniversary of (i) the expiration of the six (6)-month period measured from the date of his “Executive’s separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) service or, if earlier, the date of his Executive’s death (the “Deferral PeriodDelayed Payment Date”). Upon In the expiration of the Deferral Period, all payments and benefits deferred pursuant to event that this Section 15 (whether they would have otherwise been payable 10(1) requires a delay of any payments, such payments shall be accumulated and paid in a single lump sum on the Delayed Payment Date. If Executive is entitled to a payment within a period following an event as permitted by Section 409A of the Code, Executive will have no right to designate the taxable year of payment. If the sixty (60) day period following the Date of Termination spans two taxable years, any payments described in Section 4(a) or in installments in the absence of such deferralSection 4(b) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be are required to be delayed if made during such period, shall be made in the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionlater taxable year.

Code Section 409A. (a) If any provision of Payments made pursuant to this Agreement (are intended to be exempt from or otherwise comply with the provisions of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or 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 regulations or Treasury guidance promulgated thereunderpayments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company shallmay, after consulting with at the ExecutiveCompany’s sole discretion, reform such provision and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of 409A or otherwise be exempt from Code Section 409A. The Company shall indemnify and hold To the Executive harmless, on an after-extent required to avoid accelerated taxation and/or tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by under Code Section 409A. (b) Notwithstanding any provision 409A, the Employee shall not be deemed to have had a Termination unless the contrary Employee has incurred a “separation from service” as defined in this AgreementTreasury Regulation §1.409A-1(h), and if the Executive Employee is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or 409A at the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration time of the six (6)-month period measured from the date of his “Employee’s separation from service” , amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (as such term including Retirement) shall instead be paid on the first business day after the date that is defined in Treasury Regulations issued under six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) provided hereunder shall be paid or reimbursed treated as a right to the Executive in a lump sum, and any remaining series of separate payments and benefits due each separately identified amount to which the Employee is entitled under this Agreement shall be paid or treated as a separate payment; (b) except as otherwise provided in accordance with Section 13(a) of the normal payment dates specified for them herein. Notwithstanding Program or Section 5 of this Agreement, upon the foregoingvesting of the Units pursuant to Section 5 of this Agreement, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would Units not previously settled on a Delivery Date shall be required to be delayed if the premiums therefore were paid by the Executivesettled as soon as administratively possible after, and effective as of, the Executive date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the date of the Employee’s Disability shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.be

Code Section 409A. (a) If any provision The intent of the Holder and the Company is that payments and benefits under this Award Agreement (and the Option be exempt from, or of any award of compensationcomply with, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderof the Code, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintainand accordingly, to the maximum extent practicablepermitted, this Award Agreement and the original intent Award shall be interpreted and economic benefit administered to be in accordance therewith. Each payment under this Award Agreement and the Executive Option shall be construed as a separate identified payment for purposes of Section 409A of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify Code, and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary payments described in this Agreement, if Award Agreement and the Executive is deemed on the Date of Termination to be a “specified employee” Option that are due within the meaning “short term deferral period” as defined in Section 409A of that term under the Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the last sentence hereof) prior contrary, to the earlier extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (ia) the expiration Holder shall not be considered to have terminated employment for purposes of this Award Agreement and no payments shall be due to the six (6)-month period measured from Holder under this Award Agreement that are payable upon the date Holder’s termination of his employment until the Holder would be considered to have incurred a “separation from service” (as such term is defined in Treasury Regulations issued under Code from the Company within the meaning of Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration 409A of the Deferral Period, all payments Code and (b) amounts that would otherwise be payable and benefits deferred that would otherwise be provided pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in Award Agreement and the absence of such deferral) Option during the six-month period immediately following the Holder’s separation from service shall instead be paid or reimbursed to on the Executive in a lump sumfirst business day after the date that is six months following the Holder’s separation from service (or, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executiveearlier, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionHolder’s death).

Code Section 409A. (a) If any provision of this This Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision is intended to comply with Code Section 409A; 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that the Company agrees complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to maintain, an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent practicablepossible. For purposes of Section 409A, each instalment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any other provision of this Agreement, in the event any payment is to be made during a specified time period following the expiration of the Release Execution Period and the time period for such payment begins in one calendar year and ends in a second calendar year, then such amount shall be payable in the second calendar year. Notwithstanding the foregoing, the original intent Company makes no representations that the payments and economic benefit to benefits provided under this Agreement comply with Section 409A and in no event shall the Executive Company be liable for all or any portion of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmlessany taxes, on an after-tax basispenalties, for any additional tax, as well as interest and penalties or other expenses that may be imposed on incurred by the Executive by Code on account of non-compliance with Section 409A. (b) 409A. Notwithstanding any other provision to the contrary in of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is deemed on the Date of Termination determined to be a “specified employee” within the meaning of that term under Code as defined in Section 409A(a)(2)(B409A(a)(2)(b)(i), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject paid until the first payroll date to occur following the last sentence hereof) prior to the earlier of (i) the expiration six-month anniversary of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death Termination Date (the “Deferral PeriodSpecified Employee Payment Date”). Upon , unless the expiration payment otherwise satisfies the short-term deferral exemption or another exemption under Section 409A of the Deferral Period, all Code. The aggregate of any payments and benefits deferred pursuant to this Section 15 (whether they that would otherwise have otherwise been payable in a single sum or in installments in paid before the absence of such deferral) Specified Employee Payment Date shall be paid or reimbursed to the Executive in a lump sumsum on the Specified Employee Payment Date and thereafter, and any remaining payments and benefits due under this Agreement shall be paid or provided without delay in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusiontheir original schedule.

Code Section 409A. (a) If This Agreement and the severance pay and other benefits provided hereunder are intended to qualify for an exemption from Section 409A of the Code, provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code to the extent applicable thereto. Notwithstanding any provision of this Agreement (or of any award of compensationto the contrary, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderthis Agreement shall be interpreted and construed consistent with this intent, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees shall not be required to maintain, assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the maximum extent practicablerequirements of Section 409A of the Code, the original intent and economic benefit to the Executive Company does not represent or warrant that this Agreement will comply with Section 409A of the applicable Code or any other provision without violating of federal, state or local law. Neither the Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409A. The Company shall indemnify 409A, and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination determined to be a “"specified employee” within " under Section 409A of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit reimbursement, or portion thereof, shall not be made or provided (subject to delayed until the last sentence hereof) prior to date that is the earlier to occur of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive's death or (ii) the date that is six months and one day following the date of his death termination of Executive's Employment (the “Deferral "Delay Period”"). Upon the expiration of the Deferral Delay Period, all the payments and benefits deferred delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) 24 shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Section 24 shall be payable in accordance with their original payment schedule. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be paid treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that any and all disputes, claims, or provided causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, Executive’s employment, or the termination of Executive’s employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in accordance with Orange County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the normal payment dates specified applicable JAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (i) have the authority to compel adequate discovery for them hereinthe resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay be entitled to resolve any issue or dispute over intellectual property rights, the Executive an amount equal to Company’s trade secrets, Confidential Information, and enforce the amount restrictive covenants set forth in this Agreement by Court action instead of such premiums paid by the Executive during the Deferral Period promptly after its conclusionarbitration. Certain Definitions.

Code Section 409A. (a) If The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement (or of any award of compensationto the contrary, including equity compensation or benefits) would cause in the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderevent that following the effective date hereof, the Company shall, after consulting reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the Executiverequirements of Section 409A of the Code, reform the Company and the Executive shall work together to adopt such provision amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code Section 409A; provided and thereby avoid the application of penalty taxes thereunder, provided, however, that the Company agrees shall have no obligation to maintain, take any action described in this Section 8 or to the maximum extent practicable, the original intent and economic benefit to indemnify the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.failure to take any such action. (b) Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term no compensation or benefits, including without limitation any termination payments or benefits payable under Code Section 409A(a)(2)(B)2 above, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with during the normal payment dates specified for them herein. Notwithstanding 6-month period following the foregoing, Executive’s Separation from Service to the extent that the foregoing applies to Company reasonably determines that paying such amounts at the provision time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any ongoing welfare benefits to such amounts is delayed as a result of the Executive that would not previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be required to be delayed if paid under Section 409A of the premiums therefore were paid by Code without resulting in a prohibited distribution, including as a result of the Executive’s death), the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an a lump-sum amount equal to the cumulative amount of such premiums paid by that would have otherwise been payable to the Executive during such 6-month period. (c) To the Deferral Period promptly extent that any reimbursements hereunder constitute taxable compensation to the Executive, including without limitation, any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), such reimbursements shall be made to the Executive promptly, but in no event after its conclusionDecember 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and the Executive’s right to reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. The severance pay and severance benefits provided under this Agreement are intended to be exempt from Internal Revenue Code Section 409A (a“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 constitute a short-term deferral within the 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 any a provision of this the Agreement (or would result in the imposition of any award of compensationan applicable tax under Code Section 409A, including equity compensation or benefits) would cause the Executive parties agree that such provision shall be reformed to incur any additional tax or interest the extent permissible under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive avoid imposition of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties with such reformation effected in a manner that may be imposed on has the Executive by Code Section 409A. (b) most favorable tax result to the Executive. Notwithstanding any provision in this Agreement to the contrary in this Agreementcontrary, if (a) the Executive is deemed on the Date of Termination to be a “specified employee,” within the meaning of that as such term under is defined in Code Section 409A(a)(2)(B), then with regard to 409A and the regulations thereunder and (b) any payment or the provision of any benefit that due under this Agreement is subject to Code Section 409A and is required to be delayed in compliance with under Code Section 409A(a)(2)(B) such 409A because the Executive is a specified employee, that payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to payable on the earlier of (i) the expiration of first business day that is six months after the six (6)-month period measured Executive’s Separation from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or Service, (ii) the date of his death the Executive’s death, or (iii) the “Deferral Period”). Upon date that otherwise complies with the expiration requirements of Code Section 409A. This paragraph shall be applied by accumulating all payments that otherwise would have been paid within six months of the Deferral PeriodExecutive’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, all payments and benefits deferred pursuant to this the Company may establish procedures as it deems appropriate in accordance with Code Section 15 (whether they would have otherwise been payable in a single sum 409A. For purposes of Code Section 409A, each payment amount or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits benefit due under this Agreement shall will be paid considered a separate payment and the Executive’s entitlement to a series of payments or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required under this Agreement is to be delayed if the premiums therefore were paid by the Executivetreated as an entitlement to a series of separate payments. With respect to any reimbursements that are nonqualified deferred compensation subject to Code Section 409A, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to (i) the amount of such premiums paid by expenses eligible for reimbursement during a calendar year may not affect the Executive during expenses eligible for reimbursement in any other calendar year, (ii) the Deferral Period promptly after reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. For purposes of this Agreement, “Separation from Service” means separation from service (within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder) with the group of employers that includes the Company and each of its conclusion“409A Affiliates.” For this purpose, “409A Affiliate” means any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Internal Revenue Code Section 414(b) or Internal Revenue Code Section 414(c), but (i) in applying Internal Revenue Code Section 1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under Internal Revenue Code Section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Internal Revenue Code Section 1563(a)(1), (2), and (3), and (ii) in applying Treasury Regulation Section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Internal Revenue Code Section 414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (or of any award of compensation, including equity compensation or benefitsthe Treasury regulations and other published guidance relating thereto) would cause (“Code Section 409A”) so as not to subject the Executive to incur payment of any interest or additional tax or interest imposed under Code Section 409A or 409A. To the extent that any regulations or Treasury guidance promulgated thereunder, amount payable under this Agreement would trigger the Company shall, after consulting with the Executive, reform such provision to comply with additional tax imposed by Code Section 409A; provided that , the Company agrees Agreement shall be modified to maintain, avoid such additional tax yet preserve (to the maximum nearest extent practicable, reasonably possible) the original intent and economic intended benefit payable to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under as defined in Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Executive shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of his employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date 6) months after his termination of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) employment for any reason other than death, or (ii) the date of his death (the “Deferral Period”)Executive’s death. Upon the expiration Furthermore, with regard to any benefit to be provided upon a termination of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingemployment, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the ExecutiveCode Section 409A, the Executive shall pay the full cost of premiums premium for such welfare benefits benefit during the Deferral Period aforesaid period and be reimbursed by the Company shall pay Corporation therefor promptly after the end of such period. Any amounts otherwise payable to the Executive an amount equal following a termination of his employment that are not so paid by reason of this Section 23(b) shall be paid as soon as practicable after the date that is six (6) months after the termination of the Executive’s employment (or, if earlier, the date of the Executive’s death). The provisions of this Section 23(b) shall only apply if, and to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.extent, required to comply with Code Section 409A.

Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or 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, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) If 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; (b) except as otherwise provided in Section 13(a) of the Program or Section 5 of this Agreement, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion; and (d) notwithstanding any provision of the Program or this Agreement (to the contrary, it will not be a violation of the Program or this Agreement, and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of any award of compensationCode Section 409A, including equity compensation the Company does not represent or benefits) would cause warrant that this Agreement or the Executive to incur any additional tax or interest under payments provided hereunder will comply with Code Section 409A or any regulations other provision of federal, state, local, or Treasury guidance promulgated thereundernon-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or 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 shall, after consulting with and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Executive, reform such provision Employee from the obligation to comply with Code Section 409A; provided that the Company agrees pay any taxes pursuant to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.

Code Section 409A. (a) If any provision a. The Employment Letter as amended by this Second Amendment Agreement is intended to comply with the requirements of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder409A. Accordingly, the Company shall, after consulting with the Executive, reform such provision all provisions herein shall be construed and interpreted to comply with Code Section 409A; provided that the Company agrees 409A and if necessary, any such provision shall be deemed amended to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of comply with Code Section 409A. The Company shall indemnify 409A and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.regulations thereunder. (b) b. Notwithstanding any provision to the contrary in this Second Amendment Agreement, if the Executive is deemed on the Date of Termination no Severance Benefits to be a “specified employee” within the meaning of that term which you otherwise become entitled under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit 7.D. shall not be made or provided (subject to the last sentence hereof) you prior to the earlier of (i) the expiration of the six (6)-month 6–month period measured from the date of his “separation your Separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Service or (ii) the date of his death (your death, if you are deemed, pursuant to procedures established by the Compensation Committee of PWI’s Board in accordance with the applicable standards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non–qualified deferred compensation plans subject to Code Section 409A, to be a “Deferral Period”specified employee” at the time of such Separation from Service and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the Deferral Periodapplicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 15 (whether they Severance Benefits that otherwise would have otherwise been payable in a single sum or in installments in reimbursed to you during the absence of such deferral) deferral period shall be paid or reimbursed to the Executive you in a lump sum, and any remaining payments and benefits Severance Benefits due under this Agreement to you pursuant to Section 7.D. shall be paid or provided in accordance with Section 7.D.1. The specified employees subject to such a delayed commencement date shall be identified on December 31 of each calendar year. If you are so identified on any such December 31, you shall have specified employee status for the normal payment dates specified for them herein12–month period beginning on April 1 of the following calendar year. c. Unless required by Code Section 409A, the 6–month holdback set forth in Section 7.D.4.b. Notwithstanding the foregoing, above shall not be applicable to (i) any Severance Benefits under Sections 7.D.1. that qualify as Short–Term Deferral Payments and (ii) any remaining portion of such Severance Payments paid after your Separation from Service to the extent (A) that the foregoing applies dollar amount of those payments does not exceed two times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to continue indefinitely had your Separation from Service not occurred) or (y) the provision maximum amount of any ongoing welfare benefits compensation that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Executive that would not be required Internal Revenue Code for the year in which you had a Separation from Service, and (B) such Severance Payments are to be delayed if made to you no later than the premiums therefore were paid by last day of the Executive, second calendar year following the Executive shall pay calendar year in which the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionSeparation from Service occurs.”

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement (and Company’s and Executive’s exercise of authority or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code discretion hereunder shall comply with Section 409A or any of the Code (including the Treasury regulations or Treasury and other published guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with relating thereto) (“Code Section 409A; provided that the Company agrees ”) so as not to maintain, subject Executive to the maximum extent practicable, the original intent and economic benefit to the Executive payment of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as penalty or interest and penalties imposed under Code Section 409A. To the extent that may be any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed on the Executive by Code Section 409A.409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under as defined in Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Executive shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of Executive’s employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date of his 6) months after Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the date of his death (Executive’s death. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the “Deferral Period”)extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Upon the expiration Any amounts otherwise payable to Executive following a termination of the Deferral Period, all payments and benefits deferred pursuant to Executive’s employment that are not so paid by reason of this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral24(b) shall be paid or reimbursed as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the Executive in a lump sumextent, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.comply with Code Section 409A.

Code Section 409A. (a) If any provision of This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement (or either shall be exempt from the requirements of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderof the Internal Revenue Code of 1986, the Company shall, after consulting with the Executive, reform such provision to comply with as amended (“Code Section 409A; provided that ”) or shall comply with the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions requirements of Code Section 409A. The Company shall indemnify and hold All options granted pursuant to the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties terms of this Agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under this Agreement triggered by a termination of employment that may be imposed on the Executive by are deferred compensation subject to (but not otherwise exempt from) Code Section 409A. (b) 409A shall not be made unless such termination of employment constitutes a separation from service within the meaning of Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” on the date of his separation from service within the meaning of Code Section 409A and Treasury Regulation §1.409A-1(h), payments and benefits payable under this Agreement due to a separation from service that term are deferred compensation subject to (but not otherwise exempt from) Code Section 409A that would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to avoid the additional tax under Code Section 409A(a)(2)(B)409A. In the case of a series of payments, then with regard to any the first payment or shall include the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to amounts the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they Executive would have otherwise been payable in a single sum or in installments in entitled to receive during the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due six-month waiting period. Each payment made under this Agreement shall be paid or provided in accordance with designated as a “separate payment” within the normal payment dates specified for them herein. Notwithstanding meaning of code Section 409A. If the foregoingExecutive’s taxable year is other than the calendar year, then, to the extent that required by Section 409A, the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by term “calendar year” (when used in this Agreement) shall instead mean the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion’s taxable year.

Code Section 409A. (a) If The Agreement and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement and the Award shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations Award hereunder be found not to comply with, or Treasury guidance promulgated thereunderotherwise be exempt from, the Company shall, after consulting with provisions of the Executive, reform such provision to comply with Code Section 409A; provided that , such provision shall be modified and given effect (retroactively if necessary), in the Company agrees sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to maintainbe necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the maximum extent practicablerequired in order to avoid accelerated taxation or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the original intent and economic benefit to six-month period immediately following the Executive Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s termination date (or death, if earlier), with interest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code, for the month in which payment would have been made but for the delay in payment required to avoid the imposition of an additional rate of tax on the Participant under Section 409A. In the event the Award under this Agreement is determined to be subject to Code Section 409A, any payment triggered by a Change of Control will be made only if, in connection with the Change of Control, there occurs a change in the ownership of the Company, a change in the effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as all such terms are defined in Treasury Regulation Section 1.409A-3(i)(5). In the event payment is not allowed by operation of this section, payment will be made within sixty (60) days of the earlier to occur of (A) the applicable provision payment date set forth in the Notice or (B) the occurrence of a permissible time or event that could trigger a payment without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination Any payments to be made under this Agreement upon a “specified employee” within the meaning termination of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit employment shall not only be made or provided (subject to the last sentence hereof) prior to the earlier if such termination of (i) the expiration of the six (6)-month period measured from the date of his employment constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Notice of PSU Award Chesapeake Energy CorporationID: 73-13957336100 ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ <NAME><ADDRESS><ADDRESS> Plan: Chesapeake Energy Corporation 2014 Long Term Incentive PlanID: _________ Effective <date> (the “Grant Date”), you have been granted an Award of a number (the Target PSU Allocation, specified below) of Performance Share Units (“PSUs”) by Chesapeake Energy Corporation (the “Company”). This Award entitles you to the extent that the foregoing applies right to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums receive a cash payment for such welfare benefits during the Deferral Period and the Company shall pay the Executive each PSU awarded in an amount equal to the amount Final PSU Value (as defined below) on the Payment Date specified below. The number of such premiums paid PSUs awarded is subject to adjustment pursuant to the level of performance respecting the Performance Measures over the Performance Period, as determined by the Executive during Committee and as set forth below. This Award is further subject to the Deferral Period promptly vesting requirements set forth below. Grant Date Value of Target Award: $______ Target PSU Allocation: <number> Last Day of the Performance Period: <date> Payment Date: Any payment earned pursuant to this Award shall be made as soon as practicable after its conclusionthe Committee certifies the Company’s performance respecting the performance goals on or following <date>, but in no case later than <date>.

Code Section 409A. (a) If To extent that the Executive would otherwise be entitled to any provision of payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderKCS, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit payment will be paid to the Executive on the earliest of the applicable provision without violating six-month anniversary of the provisions termination of Code employment, a change in ownership or effective control of the Company (within the meaning of Section 409A. The Company shall indemnify and hold 409A) or the Executive harmlessExecutive’s death. In addition, on an after-tax basis, for any additional tax, as well as interest and penalties payment or benefit due upon a termination of employment that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be represents a “specified employeedeferral of compensation” within the meaning of that Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short- term deferrals”) and (b)(9) (“separation pay plans,” including the exception under Code Section 409A(a)(2)(Bsubparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall is determined to be paid subject to Section 409A, the amount of any such expenses eligible for reimbursement, or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Executive that would not be required to be delayed if Agreement is hereby deleted and replaced with the premiums therefore were paid by the Executivenew Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Executive Agreement shall pay the remain unchanged and in full cost of premiums for such welfare benefits during the Deferral Period force and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after effect in accordance with its conclusionterms.

Code Section 409A. (a) If Unless otherwise expressly provided, any provision payment of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive by Company to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform whether pursuant to this Appendix I and the Employment Letter or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such provision payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) are intended to 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; provided that the Company agrees to maintain, and no amount shall be paid prior to the maximum extent practicable, earliest date on which it is permitted to be paid under Code Section 409A. In the original intent and economic benefit event that an amount becomes payable to the Executive upon termination of employment, the applicable provision without violating Company shall determine whether such payment is subject to the provisions requirements of Code Section 409A. 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The Company shall indemnify make such determination and hold provide written notice thereof to the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of the date that any such amounts would be paid to the 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 Appendix I and the Employment Letter or, unless otherwise specified, under any Company program or policy subject to Code Section 409A shall comply with the following rules: (i) the expiration amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or benefits provided during any other year; (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) reimbursements shall be paid or reimbursed to no later than the end of the calendar year following the year in which the Executive in a lump sumincurs such expenses, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for take all actions necessary to claim all such welfare benefits during the Deferral Period and reimbursements on a timely basis to permit the Company shall pay the Executive an amount equal to make all such reimbursement payments prior to the amount end of such premiums paid by said period, and (iii) the Executive during the Deferral Period promptly after its conclusionright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply to all benefits and payments provided under this Agreement by Bank to Employee: (a) If The payment (or commencement of a series of payments) hereunder of any provision 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 Bank in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Employee’s Separation from Service with Bank, 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 any award Section 409A of compensation, including equity compensation the Code) and (ii) cannot be paid or benefits) would cause the Executive provided in a manner otherwise provided herein without subjecting Employee to incur any additional tax or interest (or both) under Code Section 409A of the Code, then any such payment, benefit, or any 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 (x) Employee’s death and (y) 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 Bank 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 be exempt from or comply with Section 409A of the Code and the regulations or Treasury and other guidance promulgated thereunder, and, accordingly, this Agreement will be interpreted to be consistent with such intent. For purposes of the Company shalllimitations on non-qualified deferred compensation under Section 409A of the Code, after consulting with each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Executive, reform such provision to comply with exclusion under Section 409A of the Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicablefor short-term deferral amounts, the original intent and economic benefit to the Executive separation pay exception, or any other exception or exclusion under Section 409A of the applicable provision without violating Code. (e) While the provisions payments and benefits provided for hereunder are intended to be structured in a manner to avoid the implication of Code any penalty taxes under Section 409A. The Company 409A of the Code, in no event whatsoever shall indemnify and hold the Executive harmless, on an after-tax basis, Bank or its Affiliates be liable for any additional tax, as well as interest and interest, or penalties that may be imposed on Employee as a result of Section 409A of the Executive by Code or any damages for failing to comply with Section 409A.409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (bf) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or No deferred compensation payments provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due for under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, accelerated to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionEmployee.

Code Section 409A. (a) If any provision of Anything in this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreementnotwithstanding, if at the Executive time of the EMPLOYEE’S separation from service within the meaning of Section 409A of the IRC, TBOP’s stock is deemed publicly traded on an established securities market or otherwise and TBOP determines that the Date of Termination to be EMPLOYEE is a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the IRC, then with regard to the extent any payment or the provision of any benefit that is required the EMPLOYEE becomes entitled to under this Agreement on account of the EMPLOYEE’S separation from service would be delayed in compliance with considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a)(2)(B409A(a) of the IRC as a result of the application of Section 409A(a)(2)(B)(i) of the IRC, such payment or shall not be payable and such benefit shall not be made or provided (subject to until the last sentence hereof) prior to date that is the earlier of (i) six months and one day after the expiration of the six (6)-month period measured from the date of his “EMPLOYEE’S separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) , or (ii) the date EMPLOYEE’S death. The first installment payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of his death (this provision, and the “Deferral Period”). Upon the expiration balance of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the normal payment dates specified applicable federal short-term rate published by the Internal Revenue Service for them hereinthe month in which the date of separation from service occurs, from such date of separation from service until the payment. Notwithstanding the foregoing, to To the extent that the foregoing applies to the provision of any ongoing welfare medical benefits to the Executive EMPLOYEE that would not be required to be delayed if the premiums therefore were paid by the ExecutiveEMPLOYEE, the Executive EMPLOYEE shall pay the full cost costs of premiums for such welfare medical benefits during the Deferral Period six-month period and the Company TBOP shall pay the Executive EMPLOYEE an amount equal to the amount of such premiums paid by the Executive EMPLOYEE during the Deferral Period promptly six-month period within ten (10) days after its conclusionthe conclusion of such period. (b) Solely for purposes of Section 409A of the IRC, each installment payment of severance is considered a separate payment. (c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by TBOP or incurred by the EMPLOYEE during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable 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 termination of employment, then such payments or benefits shall be payable only upon the EMPLOYEE’S “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation § 1.409A-l(h).

Code Section 409A. (a) If To extent that the Executive would otherwise be entitled to any provision of payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderKCS, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit payment will be paid to the Executive on the earliest of the applicable provision without violating six-month anniversary of the provisions termination of Code employment, a change in ownership or effective control of the Company (within the meaning of Section 409A. The Company shall indemnify and hold 409A) or the Executive harmlessExecutive’s death. In addition, on an after-tax basis, for any additional tax, as well as interest and penalties payment or benefit due upon a termination of employment that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be represents a “specified employeedeferral of compensation” within the meaning of that Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under Code Section 409A(a)(2)(Bsubparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall is determined to be paid subject to Section 409A, the amount of any such expenses eligible for reimbursement, or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 7. Attachment A to the Executive that would not be required to be delayed if Agreement is hereby deleted and replaced with the premiums therefore were paid by the Executivenew Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Executive Agreement shall pay the remain unchanged and in full cost of premiums for such welfare benefits during the Deferral Period force and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after effect in accordance with its conclusionterms.

Code Section 409A. It is intended that this Agreement shall comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a) If “Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject the Executive to the payment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding any provision of this Agreement (or to the contrary, if, as of any award the date of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive's separation from service, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” as defined under Code Section 409A, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit no payments shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and no benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed provided to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly period beginning on the date of the Executive's separation from service and ending on the last day of the sixth month after its conclusionsuch date. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

Code Section 409A. (a) If To extent that the Executive would otherwise be entitled to any provision of payment or benefit under this Agreement that constitutes deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that if paid during the six months beginning on the date of Executive’s termination of employment would be subject to additional taxes and penalties under Section 409A (“409A Penalties”) because the Executive is a specified employee (within the meaning of Section 409A), then, except to the extent specifically addressed under a separate plan or arrangement of the Company or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunderKCS, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit payment will be paid to the Executive on the earliest of the applicable provision without violating six-month anniversary of the provisions termination of Code employment, a change in ownership or effective control of the Company (within the meaning of Section 409A. The Company shall indemnify and hold 409A) or the Executive harmlessExecutive’s death. In addition, on an after-tax basis, for any additional tax, as well as interest and penalties payment or benefit due upon a termination of employment that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be represents a “specified employeedeferral of compensation” within the meaning of that Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment made under this Agreement shall be deemed to be a separate payment, and amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under Code Section 409A(a)(2)(Bsubparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. (b) Except as otherwise expressly provided herein, then with regard to the extent any payment expense reimbursement or the provision of any in-kind benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall is determined to be paid subject to Section 409A, the amount of any such expenses eligible for reimbursement, or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 8. Attachment A to the Executive that would not be required to be delayed if Agreement is hereby deleted and replaced with the premiums therefore were paid by the Executivenew Attachment A attached hereto. Except as otherwise expressly set forth in this Addendum, including Attachment A, the Executive Agreement shall pay the remain unchanged and in full cost of premiums for such welfare benefits during the Deferral Period force and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after effect in accordance with its conclusionterms.

Code Section 409A. (a) If any provision of the benefits set forth in this Agreement (are “deferred compensation” within the meaning of Section 409A, any termination of employment triggering payment of such benefits must constitute a “separation from service” under Section 409A before a distribution of such benefits can commence. It is intended that each installment of the payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A and the guidance issued thereunder. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any award of compensation, including equity compensation such payments or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, benefits except to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive specifically permitted or required by Code Section 409A. (b) Notwithstanding If any provision amount is to the contrary in be paid to Executive pursuant to this Agreement, Agreement as a result of Executive’s termination of employment and if the Executive is deemed on the Date of Termination to be a “specified employeeSpecified Employee” within (as defined under Section 409A) as of the meaning date of that term under Code Section 409A(a)(2)(B)Executive’s termination of employment hereunder, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of then, (i) the expiration each installment of the six (6)-month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided that, in accordance with the normal payment dates specified for them herein. Notwithstanding and terms set forth therein, will in all circumstances, regardless of when the foregoingseparation from service occurs, be paid within the period of time permitted under Treasury Regulation Section 1.409A-1(b)(4) shall be treated as a short-term deferral within the meaning of such Section to the maximum extent possible; and (ii) each installment of the payments and benefits due this Agreement that is not described in Section 10(b)(i) above and that would, absent this subsection, be paid within the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would six-month period following Executive’s “separation from service” from Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits being accumulated during the Deferral Period six-month period and paid in a lump sum on the Company date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this sentence shall pay the Executive an amount equal not apply to any installment of payments and benefits if and to the amount maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of such premiums compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid by no later than the last day of Executive’s second taxable year following his taxable year in which the separation from service occurs. (iii) Any deferred compensation payments delayed in accordance with the terms of this Section 10(b)(ii) shall be paid in a lump sum when paid and shall be adjusted for earnings in accordance with the applicable short term rate under Section 1274(d) of the Code. (iv) The determination of whether and when Executive’s separation from service from Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 10(b)(iv)., “Company” shall include all persons with whom Company would be considered a single employer under Section 414(b) and 414(c) of the Code. (c) Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. For purposes of clarification, this section shall not require any forfeiture of benefits on the part of Executive. (d) The parties intend this Agreement to be in compliance with Section 409A. Executive during acknowledges and agrees that Company does not guarantee the Deferral Period promptly after its conclusion.tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A (a“Section 409A”) If of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted and administered accordingly. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Employer for purposes of this Agreement, unless the Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Section 409A (a “Separation from Service”). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, if, at the time of the Executive’s Separation from Service, the stock of the Employer (or of any award of compensation, including equity compensation or benefitssuccessor entity) would cause the Executive to incur any additional tax or interest is treated as “publicly traded” under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code Section 409A; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive 409A(a)(2)(B)(1) of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code said section, all payments which are subject to Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is 409A as deferred compensation and which would otherwise be required to be delayed in compliance with Section 409A(a)(2)(B) made upon such payment or benefit Separation from Service shall not be made or provided (subject to the last sentence hereof) prior to on the earlier of (i) the expiration first day of the first month commencing at least six (6)-month period measured 6) months following the Executive’s Separation from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Service or (ii) the date of his death (the “Deferral Period”)Executive’s death. Upon To the expiration of the Deferral Periodextent required to avoid an accelerated or additional tax under Section 409A, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed amounts reimbursable to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionsubsequent year.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement (and Company’s and Executive’s exercise of authority or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code discretion hereunder shall comply with Section 409A or any of the Code (including the Treasury regulations or Treasury and other published guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with relating thereto) (“Code Section 409A; provided that the Company agrees ”) so as not to maintain, subject Executive to the maximum extent practicable, the original intent and economic benefit to the Executive payment of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as penalty or interest and penalties imposed under Code Section 409A. To the extent that may be any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed on the Executive by Code Section 409A.409A, the Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Executive. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under as defined in Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Executive shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of Executive’s employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date of his 6) months after Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A409A and regulations promulgated thereunder) with the Company for any reason other than death, or (ii) the date of his death (Executive’s death. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the “Deferral Period”)extent required by Code Section 409A, Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefore promptly after the end of such period. Upon the expiration Any amounts otherwise payable to Executive following a termination of the Deferral Period, all payments and benefits deferred pursuant to Executive’s employment that are not so paid by reason of this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral24(b) shall be paid or reimbursed as soon as practicable after the date that is six (6) months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). The provisions of this Section 24(b) shall only apply if, and to the Executive in a lump sumextent, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.comply with Code Section 409A.

Code Section 409A. (ai) If any provision of this Agreement (contravenes Code Section 409A, or of could cause any award of compensationamounts or benefits hereunder to be subject to taxes, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest penalties under Code Section 409A or any regulations or Treasury guidance promulgated thereunder409A, I agree that the Company shallmay, after consulting with in its sole discretion and without my consent, modify the ExecutiveAgreement to: (i) comply with, reform such provision to comply with or avoid being subject to, Code Section 409A and avoid the imposition of taxes, interest and penalties under Code Section 409A; provided that the Company agrees to , and (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating contravening the provisions of Code Section 409A. The I understand that this Section 10 (a)(i) is not intended to create an obligation on the part of the Company shall indemnify to modify this Agreement and hold does not guarantee that the Executive harmless, on an after-tax basis, for any additional tax, as well as amounts or benefits owed under the Agreement will not be subject to interest and penalties that may be imposed on the Executive by under Code Section 409A. (bii) Notwithstanding I hereby agree and understand that I am a "specified employee" for purposes of Code Section 409A as of the Effective Date and, as a result, any payment or benefit under this Agreement (including any provision of continued benefits) that provides for the deferral of compensation within the meaning of Code Section 409A will not be paid or commence to be paid on any date prior to the contrary commencement of the Additional Continuation Period. I further agree and understand that in order to comply with the Code Section 409A deferral and timing of payment rules, this Agreement will terminate and be of no further force or effect if I do not sign this Agreement prior to November 1, 2008. (iii) Except as expressly provided otherwise in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard no reimbursement payable pursuant to any payment provisions of this Agreement or pursuant to any plan or arrangement of the provision of any benefit that is required to Company covered by this Agreement may be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to paid later than the last sentence hereof) prior to the earlier of (i) the expiration day of the six (6)-month period measured from calendar year following the date of his “separation from service” (as such term is defined calendar year in Treasury Regulations issued under Code Section 409A) or (ii) which the date of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sumrelated expense was incurred, and no such reimbursement during any remaining payments and benefits due under this Agreement shall be paid or provided calendar year may affect the amounts eligible for reimbursement in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoingany other calendar year, except, in each case, to the extent that the foregoing applies right to reimbursement does not provide for a "deferral of compensation" within the provision meaning of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (atogether, the “Deferred Payments”) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Internal Revenue Code Section 409A or any and the final regulations or Treasury and official guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Code thereunder (“Section 409A; provided that ”) will be payable until Executive has a “separation from service” within the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive meaning of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A. (b) Notwithstanding any provision anything to the contrary in this Agreement, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A at the time of Executive’s termination of employment, then with regard then, if required, the Deferred Payments, which are otherwise due to any payment Executive on or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of within the six (6)-month 6) month period measured from following Executive’s termination will accrue, without interest, to the extent required to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) Executive’s termination of employment or (ii) the date of his death (the “Deferral Period”)Executive’s death, if earlier. Upon the expiration of the Deferral PeriodAll subsequent Deferred Payments, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been if any, will be payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for them purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes herein. Notwithstanding Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the foregoing, to Treasury Regulations that does not exceed the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would Section 409A Limit (as defined below) will not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums constitute Deferred Payments for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusionpurposes herein.

Code Section 409A. (a) If It is intended that any provision of amounts payable under this Agreement and Company’s and Employee’s exercise of authority or discretion hereunder shall comply with Section 409A of the Code (or including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Employee to payment of any award of compensation, including equity compensation interest or benefits) would cause the Executive to incur any additional tax or interest imposed under Code Section 409A or 409A. To the extent that any regulations or Treasury guidance promulgated thereunder, amount payable under this Agreement would trigger the Company shall, after consulting with the Executive, reform such provision to comply with additional tax imposed by Code Section 409A; provided that , the Company agrees Agreement shall be modified to maintain, avoid such additional tax yet preserve (to the maximum nearest extent practicable, reasonably possible) the original intent and economic intended benefit payable to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, for any additional tax, as well as interest and penalties that may be imposed on the Executive by Code Section 409A.Employee. (b) Notwithstanding any provision of this Agreement to the contrary in this Agreementcontrary, if the Executive Employee is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under as defined in Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit Employee shall not be made or provided (subject entitled to the last sentence hereof) prior to any payments upon a termination of his employment until the earlier of (i) the expiration of the date which is six (6)-month period measured from the date 6) months after his termination of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) employment for any reason other than death, or (ii) the date of Employee’s death. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, Employee shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to Employee following a termination of his death (the “Deferral Period”). Upon the expiration employment that are not so paid by reason of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral24(b) shall be paid or reimbursed as soon as practicable after the date that is six (6) months after the termination of Employee’s employment (or, if earlier, the date of Employee’s death). The provisions of this Section 24(b) shall only apply if, and to the Executive in a lump sumextent, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.comply with Code Section 409A.

Code Section 409A. (a) If Although the Company does not guarantee the tax treatment of any provision payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement (comply with, or of any award of compensationbe exempt from, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A or any of the Code (together, with the Treasury regulations or Treasury guidance promulgated and other authorities issues thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with “Code Section 409A; provided that the Company agrees to maintain”) and, accordingly, to the maximum extent practicablepermitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A. The Company shall indemnify and hold the Executive harmless, on an after-tax basis, be liable for any additional tax, as well as interest and or penalties that may be imposed on the Executive Employee by Code Section 409A. (b) 409A or any damages for failing to comply with Code Section 409A. Notwithstanding any provision anything in this Agreement to the contrary in contrary, to the extent any payments or benefits are subject to Code Section 409A, (i) a termination of employment (including, without limitation, an Involuntary Termination) shall not be deemed to have occurred for purposes of Section 7 of this AgreementAgreement unless such termination is also a “separation from service” within the meaning of Code Section 409A, (ii) if the Executive Employee is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(b) of the Code Section 409A(a)(2)(B(as determined by the Company), then with regard to any payment or under Section 7(a) of this Agreement otherwise due to the provision Employee during the first six (6) months following the Employee’s termination of any benefit employment that is required to not exempt from Section 409A as separation pay or as a short-term deferral will be delayed in compliance with Section 409A(a)(2)(B) such payment or benefit shall not be made or provided (subject held and paid to the last sentence hereof) prior to Employee or his estate on the earlier of (iA) the first business day following the expiration of such six-month period, and (B) the six Employee’s death, and (6)-month period measured from iii) the date Employee’s commencement of alternative employment shall not affect his “separation from service” (as such term is defined right to receive any installment payments that are missed merely by reason of the six-month delay in Treasury Regulations issued under Code Section 409A) or payment provided for in clause (ii) the date above. Each installment payment under Section 7(a) of his death (the “Deferral Period”). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified deemed a “separate payment” and not one of a series of payments for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision purposes of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Deferral Period promptly after its conclusion.Code Section 409A.