Common use of Code Section 409A Clause in Contracts

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that he will not withhold his consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

Code Section 409A. (i) The Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (ii) It is the intent of this Agreement to comply with the parties is requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Executive. (iii) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement comply with or be exempt from Section 409A of is conditioned upon Executive signing and not revoking the Code Release and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, subject to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Release becoming effective within sixty (ii60) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon days following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateRelease Period”). Any installment payments that would have been made to Executive No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the 60 day period immediately following Release Period. In the event Executive’s Separation separation from Service but for the preceding sentence shall be paid to Executive service occurs on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement or after November 1 of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Ayear, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall any severance will be paid in a lump sum arrears on the first payroll date to Executive (occur during the following calendar year, or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid such later time as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to required by Section 409A.

Code Section 409A. (a) To the extent that any taxable reimbursements of expenses are provided under Section 3, they shall be made in accordance with Internal Revenue Code Section 409A, including the following provisions: (i) The intent amount of any such expense reimbursement provided during one of Executive’s tax years shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) The reimbursement of the parties is eligible expense shall be made no later than the last day of Executive’s tax year that immediately follows the year in which the expense was incurred; and (iii) Executive’s right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment. (b) Notwithstanding anything to the contrary in this Agreement, no severance payments and or benefits under payable to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with within the Company meaning of Section 409A. (c) Further, if Executive is a “specified employee” within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409A, to service will become payable on the extent delayed commencement of any portion of first payroll date that occurs on or after the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of date six (i6) the expiration of the six-month period measured from months and one (1) day following the date of Executive’s Separation separation from Service service. All subsequent Deferred Payments, if any, will be payable in accordance with the Company 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 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 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. (d) 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 will not constitute Deferred Payments for purposes of the Agreement. Any severance payment 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 Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of the Agreement. For purposes of this paragraph, “Section 409A Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the date maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinemployment is terminated. (ive) Executive’s right The foregoing provisions are intended to receive any installment comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under this the Agreement shall will be treated as a right subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities herein will be accelerated interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or deferred unless such acceleration or deferral would not result in desirable to avoid imposition of any additional tax or interest pursuant income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of Executive’s separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed, and all revocation periods shall have expired within 60 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the parties is Code, and any payment scheduled to be made hereunder that the payments and benefits under this Agreement comply with or be exempt from would otherwise violate Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, shall be delayed to the maximum extent permitted, necessary for this Agreement shall be interpreted and such payment to be in compliance therewithcomply with Section 409A of the Code. (iii) Notwithstanding anything any provision to the contrary in this Agreement Agreement, no amount deemed deferred compensation subject to Section 409A of the contrary, any compensation or benefits Code shall be payable under this Agreement upon to Executive hereunder unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in of the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date Code and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contraryDepartment of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation “separation from Service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ivii) Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall 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 preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (iii) 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 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 as permitted under Section 409A. payment. (iv) Except as otherwise permitted expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under Section 409A, no payment hereunder shall this Agreement is determined to be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant subject to Section 409A.409A of the Code, the amount of any such 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 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.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) If and 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 will be made on or prior to the last day of Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (iv) any reimbursement will be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, will be for expenses incurred during Executive’s lifetime.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iia) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, any compensation or benefits payable under this Agreement upon Executive’s termination of employment no Deferred Payments (as defined below) shall be payable only upon Executive’s until Executive has a “separation from service” with the Company 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 Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “Separation separation from Service”service” within the meaning of Section 409A. (b) and, except as provided below, any such compensation Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th day following Executive’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 21(c). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service but for the preceding sentence shall will be paid to Executive on the First Payment Date 60th day following the Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iiic) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 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 in this Agreement herein to the contrary, if Executive is deemed by dies following Executive’s separation from service but prior to the Company at the time 6 month anniversary of Executive’s Separation separation from Service to service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from lump sum as soon as administratively practicable after the date of Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company 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. (d) Any severance payment 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 Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this section (d), “Section 409A Limit” will mean the lesser of 2 times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the taxable year preceding the taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall maximum amount that may be paid in taken into account under a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest qualified plan pursuant to Section 409A.401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ia) The intent This Agreement is intended to meet the requirements of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code with respect to amounts subject thereto and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistent with that intent. If any provision of this Agreement would subject the Executive to be any additional tax or interest under Section 409A, then the Company and the Executive agree to negotiate in compliance therewithgood faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Section 409A; provided that no such amendment shall increase the total compensation expense of the Company under this Agreement. (iib) Notwithstanding anything in this Agreement to the contrary: (i) if, at the time of termination of the Executive’s employment hereunder, the Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A, any compensation or benefits payable payments to which the Executive is entitled under this Agreement upon Executive’s in connection with such termination that are subject to Section 409A (and not otherwise exempt from its application) that constitute “nonqualified deferred compensation” for purposes of Section 409A shall be withheld until the first business day of the seventh month following the date of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, the Executive shall receive a lump sum payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to the Executive prior to the Delayed Payment Date and (z) following the Delayed Payment Date, the Executive shall receive the payments otherwise due to the Executive accordance with the payment terms and schedule set forth herein; (ii) with respect to a payment of “nonqualified deferred compensation” (as defined in Section 409A) triggered by a termination of employment, a termination of employment shall be payable only upon Executive’s deemed not to have occurred until such time as the Executive incurs a “separation from service” with the Company within the meaning of in accordance with Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.409A; (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid each payment in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any series of installment payments provided under this Agreement shall be treated as a separate payment; and (iv) no expenses eligible for reimbursement, or in-kind benefits provided, to the Executive under this Agreement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A of the Code, and no such 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder reimbursement or in-kind benefits shall be accelerated subject to liquidation or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.exchange for any other benefit.

Code Section 409A. (ia) The intent of This Agreement and the parties is that the payments and benefits under this Agreement amounts payable hereunder are intended to qualify for an exemption from, or alternatively to comply with or be exempt from the requirements of, Section 409A of the Code Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” accordance with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)intent. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a any amount or benefit that would constitute “specified employeedeferred compensation” for purposes of Section 409A409A of the Code would otherwise be payable or distributable under this Agreement or otherwise by reason of the Executive’s separation from service, then if and to the extent necessary to comply with Code Section 409A (i) if the payment or distribution of such amount or benefit is payable in a lump sum, such payment or distribution will be delayed commencement of any portion until the first day following the six-month anniversary of the benefits Executive’s termination of service, and (ii) if the payment or distribution of such amount or benefit is payable over time, the amount that would otherwise be payable during the six-month period immediately following the Executive’s termination of service will be accumulated and paid to which Executive is entitled under this Agreement is required in order the Executive, without interest, on the first day following the six-month anniversary of the Executive’s termination of service (or, if earlier, the date of his death), whereupon the normal payment schedule will resume. (b) With respect to avoid a prohibited distribution under the continuation of medical coverage after the Termination Date, if deemed necessary or advisable to secure an exemption from Code Section 409A, the Company shall impute income to the Executive for such portion of Executive’s benefits shall not be provided to Executive prior to medical coverage through the period that ends on the earlier of (i) the expiration end of the six-month period measured from the date of ExecutiveCompany’s Separation from Service with the Company obligation to provide such coverage, or (ii) December 31 of the date of Executive’s death. Upon the first business day second calendar year following the expiration of year in which the applicable Section 409A periodTermination Date occurs. Immediately prior to such December 31 deadline, all payments deferred pursuant the Company shall satisfy its remaining obligation under the Agreement, if any, with respect to such medical coverage by paying to the preceding sentence shall be paid in Executive a lump sum in cash equal to Executive (or Executivethe estimated present value of such remaining coverage, based on the Company’s estate or beneficiaries)COBRA rates as then in effect, and any remaining payments due such payment shall be imputed as income to Executive the Executive. (c) The payment of each amount payable under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered deemed a separate and distinct payment as permitted under “payment” for purposes of Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.409A of the Code.

Code Section 409A. 1. To the extent (ia) The intent of any payments to which the parties is that the payments and benefits Executive becomes entitled under this Agreement comply Agreement, or any agreement or plan referenced herein, in connection with the termination of Executive’s employment with the Company or be exempt the Executive’s separation from service to the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except 1986 as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service amended (the “First Payment DateCode”). Any installment payments that would have been made to Executive during ; (b) the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service his termination/separation to be a “specified employee” for purposes of under Section 409A, to the extent delayed commencement of any portion 409A of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion Code; and (c) at the time of the Executive’s benefits termination, the Company is publicly traded (as defined in Section 409A of the Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of the Executive’s termination/separation) shall not be provided to Executive prior to made until the earlier of (i1) the expiration first day of the six-seventh month period measured from following the date of Executive’s Separation from Service with the Company termination/separation, or (ii2) the date of the Executive’s deathdeath following such termination/separation. Upon the first business day following the expiration of the applicable Section 409A deferral period, all any payments deferred pursuant to which would have otherwise been made during that period (whether in a single lump sum or in installments) in the preceding sentence absence of this Article III shall be paid in a lump sum to the Executive (or the Executive’s estate or beneficiaries)beneficiary in one lump sum, and any remaining payments due plus interest thereon, at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive under this Agreement until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall be paid mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as otherwise provided herein. (iv) quoted in the business section of the most recently published Sunday edition of The New York Times preceding the date of termination of the Executive’s right employment with the Company or the Executive’s separation from service to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.the Company.

Code Section 409A. (i) The intent This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the parties is Code, and any payment scheduled to be made hereunder that the payments and benefits under this Agreement comply with or be exempt from would otherwise violate Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, shall be delayed to the maximum extent permitted, necessary for this Agreement shall be interpreted and such payment to be in compliance therewithcomply with Section 409A of the Code. (iii) Notwithstanding anything any provision to the contrary in this Agreement Agreement, no amount deemed deferred compensation subject to Section 409A of the contrary, any compensation or benefits Code shall be payable under this Agreement upon to Executive hereunder unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in of the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date Code and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contraryDepartment of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation “separation from Service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this the Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ivii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall 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 preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. (iii) 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 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 as permitted under Section 409A. payment. (iv) Except as otherwise permitted expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under Section 409A, no payment hereunder shall this Agreement is determined to be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant subject to Section 409A.409A of the Code, the amount of any such 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 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.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that she will not withhold her consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

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 Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code) and (ii) cannot be paid or provided in a manner otherwise expressly provided for without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is payable during the first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and (B) the first business day of the seventh month immediately following Executive’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 Executive only to the extent that expenses are not incurred or benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the intent of the parties is Parties that the payments payments, benefits, and benefits entitlements to which Executive could become entitled in connection with Executive’s employment under this Agreement comply with or be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) Although the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever will Employer be liable for any additional tax, interest, or penalties that may be imposed on Executive under or as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. The parties intend that this Agreement will qualify for any available exceptions from coverage under, or otherwise comply with, Code Section 409A (i) The intent and the regulations or other applicable guidance), and it shall be interpreted accordingly. Without limiting the generality of the parties is that foregoing and notwithstanding any other provision of this Agreement to the contrary, (a) with respect to any payments and benefits under this Agreement comply with or be exempt from to which Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectivelyapplies, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything all references in this Agreement to the contrary, any compensation Termination Date or benefits payable under this Agreement upon other termination of Executive’s termination of employment shall be payable only upon are intended to mean Executive’s “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries409A(a)(2)(A)(i), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivb) Executive’s right to receive any installment payments each payment made under this Agreement shall be treated as a separate payment and the right to receive a series of installment payments under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments andpayments. In addition, accordinglyif Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, each then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such installment payment period, but shall at all times instead be considered accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a separate and distinct payment as permitted lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under Section 409A. Except as otherwise permitted this Agreement constitute “deferred compensation” under Section 409A, no payment hereunder any such reimbursements or in-kind benefits shall be accelerated paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or deferred unless such acceleration construed to transfer any liability for failure to comply with Section 409A from Executive or deferral would not result in additional tax any other individual to the Company or interest pursuant to Section 409A.any of its affiliates.

Code Section 409A. (i) The intent Notwithstanding anything to the contrary in this Agreement, no payment or benefit to be paid or provided to Executive upon his termination of the parties is that the payments and benefits under employment, if any, pursuant to this Agreement comply that, when considered together with any other payments or benefits, are considered deferred compensation under Code Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Code Section 409A. Similarly, no amounts payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Code 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 the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.409A. (ii) Notwithstanding anything to the contrary in this Agreement to Agreement, if Executive is a “specified employee” within the contrary, any compensation or benefits payable under this Agreement upon meaning of Code Section 409A at the time of Executive’s termination of employment shall be (other than due to death), then the Deferred Payments that are payable only upon 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 Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation payment schedule applicable to each payment or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)benefit. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement herein to the contrary, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of six (i6) the expiration month anniversary of the six-month period measured separation from service, 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 Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute a Deferred Payment for purposes of clauses (i) and (ii) the date above. (iv) Any amount paid under this Agreement that qualifies as a payment made as a result of Executive’s death. Upon the first business day following the expiration an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the applicable Treasury Regulations that does not exceed the limits set forth therein will not constitute a Deferred Payment for purposes of clauses (i) and (ii) above. (v) This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (A) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (B) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A periodPenalties”), all payments deferred pursuant including, where appropriate, the construction of defined terms to have meanings that would not cause the preceding sentence imposition of Section 409A Penalties. In no event shall the Company be paid in required to provide a lump sum tax gross-up payment to Executive or otherwise reimburse Executive with respect to Section 409A Penalties. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any Section 409A Penalties on Executive. (vi) Any reimbursement of expenses or Executive’s estate or beneficiaries), and any remaining payments due to Executive 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 as otherwise provided herein. (iv) on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year 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 receive reimbursement for such amounts shall not be subject to liquidation or exchange for any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.other benefit.

Code Section 409A. (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the termination benefits either (i) The intent of the parties is that the payments and benefits under this Agreement comply with or shall be exempt from the requirements of Section 409A of the Code Code, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. or (ii) Notwithstanding anything in this Agreement to shall comply with the contraryrequirements of such provision (including the exceptions for short-term deferrals, any compensation or benefits payable under this Agreement upon Executive’s termination of employment separation pay arrangements, reimbursements, and in-kind distributions.) In addition, each payment shall be payable only upon Executive’s considered a separate payment for purposes of Section 409A. (b) After any Termination of Employment, the Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” with the Company within the meaning of Section 409A (and, notwithstanding anything in the Agreement to the contrary, distributions upon Termination of Employment of nonqualified deferred compensation may only be made upon a “Separation separation from Service”) and, except service” as provided below, any determined under Section 409A and such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 date shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in of Termination for purposes of this Agreement. (iiic) If a payment under Sections 4.1 through 4.4 above does not qualify as a short-term deferral under Section 409A and Treasury Regulation (“Treas. Reg.”) §1.409A-1(b)(4) or any similar or successor provisions, and the Executive is a Specified Employee (as defined in Section 409A and Treas. Reg. 1.409A-1(c)(3)(i) or any similar or successor provisions) as of the Executive’s Termination of Employment, distributions to the Executive may not be made before the date that is six (6) months and one (1) day after the Date of Termination or, if earlier, the date of the Executive’s death (the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled during the first six months following the Date of Termination Employment (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Date of Termination. (d) Notwithstanding anything the Six-Month Delay Rule set forth in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A4.6(c), to the maximum extent delayed commencement of permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) or any portion of similar or successor provisions, during the benefits to which Six-Month Delay, the Company will pay the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior lump sum an amount equal to the earlier lesser of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company total termination benefits provided in Sections 4.1 through 4.4 above, or (ii) the date lesser of (A) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive’s death. Upon Termination of Employment occurs, and (B) the first business day following the expiration sum of the applicable Section 409A period, all payments deferred pursuant Executive’s Annual Base Salary based upon the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding sentence shall be paid the taxable year of the Executive in a lump sum to Executive (or which the Executive’s estate or beneficiaries)Termination of Employment occurs; provided that amounts paid under this sentence will count toward, and any remaining payments due will not be in addition to, the total payment of termination benefits required to be made to the Executive by the Company under this Agreement shall be paid as otherwise provided hereinSections 4.1 through 4.4. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) 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 the installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

Code Section 409A. (i) The It is the intent of the parties is that the payments and benefits under this Agreement to either meet an exception from or to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the any rulings and regulations and guidance promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 409A”) and, accordingly, to the maximum extent permitted, 7 of this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to mean the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s “a "separation from service” with the Company " within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A(a)(2)(A)(i). Any installment payments that would have been made to Executive during If the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Code Section 409A, to 409A(a)(2)(B)(i) at the extent delayed commencement of any portion time of the benefits Executive’s termination of employment, any nonqualified deferred compensation subject to which Executive is entitled Code Section 409A that would otherwise have been payable under this Agreement is required in order to avoid as a prohibited distribution result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of will become payable six (i6) the expiration of the six-month period measured from months and one (1) day following the date of the Executive’s Separation separation from Service with the Company or (ii) service or, if earlier, the date of Executive’s death. Upon The Company agrees that it will pay, indemnify and hold the first business day Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the expiration taxable year in which the Executive submits the respective taxes to the taxing authority. the Executive agrees that the Company may amend this agreement, with the consent of the applicable Section 409A periodExecutive, all as the Company determines is necessary or advisable so that payments deferred made pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would agreement will not result in additional tax or interest taxation of the Executive pursuant to the provisions of section 409A of the code. The Executive agrees that he will not withhold his consent under this Section 409A.20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The intent of the parties This Agreement is that the payments and benefits under this Agreement intended to comply with with, or be exempt from from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be consistent therewith and without resulting in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, increase in the case amounts owed hereunder by the Company. Notwithstanding any other provision of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by a "specified employee" within the Company at meaning of Code Section 409A and the time of regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s Separation "separation from Service to be a “specified employee” for purposes service" (within the meaning of Code Section 409A), to the extent delayed commencement of any portion of the benefits to which Executive is entitled then such payment or benefit required under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive prior to in a lump-sum payment on the earlier of (i) the expiration first regular payroll date of the six-seventh month period measured from the date of following Executive’s Separation separation from Service with the Company service or (ii) the date of 10th business day following Executive’s death. Upon If Executive’s termination of employment hereunder does not constitute a "separation from service" within the first business day following the expiration meaning of the applicable Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A periodshall not be paid until Executive has experienced a "separation from service", all payments deferred pursuant or other permitted payment event, within the meaning of Code Section 409A. In addition, to the preceding sentence extent required by Code Section 409A, no reimbursement or in-kind benefit shall be paid in a lump sum subject to Executive liquidation or exchange for another benefit and (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid except as otherwise provided herein. in Section 5(f) hereof) the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (ivunder Code Section 409A) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive separate payment in a series of separate payments andunder Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the Company nor any of its affiliates shall have any liability or obligation to Executive in the event that this Agreement does not comply with, accordinglyor is not exempt from, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Code Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. 13 b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent This Agreement is intended to comply with the requirements of Section 409A of the parties is that Code, and shall be interpreted and construed consistently with such intent. In the payments and benefits under event the terms of this Agreement comply with would subject Executive to taxes or be exempt from penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyterms of the Agreement to avoid such 409A Penalties, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to possible. To the contrary, extent any compensation or benefits payable amounts under this Agreement upon are payable by reference to Executive’s “termination of employment employment” such term and similar terms shall be payable only upon deemed to refer to Executive’s “separation from service,” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, of the Code. Notwithstanding any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided other provision in this Agreement. (iii) Notwithstanding anything in this Agreement , to the contraryextent any payments made or contemplated hereunder constitutes nonqualified deferred compensation, if Executive is deemed by within the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes meaning of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the expiration later of the six-month period measured from two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s Separation separation from Service with service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the Company six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred Any reimbursement payable to Executive pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid as otherwise provided herein. (iv) Executive’s to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to receive any installment payments under reimbursement or in-kind benefit pursuant to this Agreement shall not be treated as a right subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated liquidation or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.exchange for any other benefit.

Code Section 409A. (i) The It is the intent of the parties is Company and the Executive that the payments and benefits under this Agreement comply with or be exempt from Code Section 409A of the Code and the regulations issued pursuant thereto and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, provisions of this Agreement shall be interpreted to be in compliance consistent therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by any amount or benefits that the Company at the time of Executive’s Separation from Service to be a determines would constitute non-exempt “specified employeedeferred compensation” for purposes of Code Section 409A would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the Executive is a specified employee as defined under Code Section 409A, then to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under comply with Code Section 409A: (a) if the payment or distribution is payable in a lump sum, such portion of the Executive’s benefits shall not right to receive payment or distribution of such non-exempt deferred compensation will be provided to Executive prior to delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from services, and (ib) if the expiration payment or distribution is payable or provided over time, the amount of such non-exempt deferred compensation that would otherwise be payable or provided during the six-month period measured from immediately following the date of Executive’s Separation separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall service will be paid in a lump sum to Executive (or Executive’s estate or beneficiaries)accumulated, and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) the Executive’s right to receive payment or distribution of such accumulated amount or benefits will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from services and paid or provided on the earlier of such dates, with interest, and the normal payment or distribution schedule for any installment payments remaining payments, distributions or benefits will commence. Each payment under this Agreement or otherwise (including any installment payments) shall be treated as a right to receive a series separate payment for purposes of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The intent of the parties It is intended that the payments and benefits under this Agreement will comply with or be exempt from Code Section 409A of the Code (and the any regulations and guidance promulgated thereunder (collectively, “Section 409A”guidelines issued thereunder) and, accordingly, to the maximum extent permittedthis Agreement is subject thereto, and this Agreement shall be interpreted on a basis consistent with such intent. In no event shall the Company or its affiliates be liable for any interest, tax or penalty imposed on you for a failure to be in compliance therewith.comply with Code Section 409A. (iib) Notwithstanding anything any provision to the contrary in this Agreement to Agreement, if you are deemed on the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination date of employment shall be payable only upon Executive’s your “separation from service” with the Company (within the meaning of Treas. Reg. Section 409A (a “Separation from Service”1.409A-1(h)) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Treas. Reg. Section 409A1.409A-1 (i)), then with regard to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement payment that is required in order to avoid a prohibited distribution under be delayed pursuant to Code Section 409A409A(a)(2)(B) (the “Delayed Payments”), such portion of Executive’s benefits payment shall not be provided to Executive made prior to the earlier of (i) the expiration of the six-six (6) month period measured from the date of Executive’s Separation your “separation from Service with the Company or service” and (ii) the date of Executive’s your death. Upon Any payments due under this Agreement other than the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of any of the Delayed Payments by the Company constitute a lump sum to Executive (or Executivebreach of the Company’s estate or beneficiaries), and any remaining payments due to Executive obligations under this Agreement shall be paid as otherwise provided hereinAgreement. (ivc) Executive’s For all purposes under this Agreement, reference to your “termination of employment” (and corollary terms) with the Company shall be construed to refer to your “separation from service” (as determined under Treas. Reg. Section 1.409A-1 (h), as uniformly applied by the Company) with the Company. (d) For purposes of Section 409A, your right to receive any installment payments under pursuant to this Agreement shall be 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 payments. Whenever a payment as permitted under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Any other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit under this Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A. Except as 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (e) To the extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which you participate during the term of your employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Code Section 409A, no payment hereunder shall (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be accelerated reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of an expense or in-kind benefit must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”), and if there are any payments due to you that are (i) nonqualified deferred unless compensation subject to Code Section 409A, (ii) conditioned on you signing and not revoking the Release, and (iii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such acceleration or deferral would not result payments will be delayed and paid in additional tax or interest pursuant to Section 409A.a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

Code Section 409A. (ia) The intent of Notwithstanding any provision to the parties contrary in this Agreement, no amount that is that the payments and benefits under this Agreement comply with or be exempt from deemed deferred compensation subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted payable pursuant to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Section 2 unless Executive’s termination of employment shall be payable only upon Executive’s “constitutes a separation from service” with the Company service within the meaning of Treasury Regulation Section 409A 1.409A-1h (a “Separation from Service”) and, except as provided under Section 6.14(b) below, any such compensation or benefits amount shall not be paid, or, or in the case of installments, shall not commence paymentto be paid, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement, subject to the last sentence of Section 2.1(a). (iiib) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month six (6)-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 6.14(b) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivc) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (d) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Treasury Regulation Section 409A. Except as 1.409A-2(b)(2)(iii). (e) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise permitted be taxable to Executive under Section 409A, no payment hereunder shall be accelerated the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or deferred unless appropriate to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.Section.

Code Section 409A. (i) The intent of the parties is intend that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with Code Section 409A. The parties agree not to be in compliance therewith. (ii) take any position inconsistent with the preceding sentence for any reporting purposes, whether internal or external, and to cause their affiliates, agents, successors and assigns not to take any such inconsistent position. Notwithstanding anything in this Agreement to the contrary, any compensation payments or benefits due hereunder that constitute non-exempt “deferred compensation” (as defined in Code Section 409A) that are otherwise payable under this Agreement upon by reason of the Executive’s termination of employment shall will not be payable only upon Executive’s paid or provided to the Executive until the Executive has undergone a “separation from service” with the Company within the meaning of (as defined in Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”409A). Any installment payments that would have been made to Executive during If, and only if, the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of (as defined in Code Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under ) and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is required in order to avoid a prohibited distribution under Section 409A, such portion of paid within six (6) months after the Executive’s benefits separation from service, then such payment or benefit shall not be provided to Executive prior to the earlier of paid (ior commence) the expiration of during the six-month period measured immediately following the Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be paid to the Executive in a lump-sum cash payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) The Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Code Section 409A. Except as otherwise Notwithstanding anything herein to the contrary, if the payment to the Executive of any amount hereunder is contingent upon the Executive’s execution of a Release and the period of time in which the Executive is permitted under to execute the Release begins in one calendar year and ends in the following calendar year, then, to the extent required by Code Section 409A, any such amount that, but for this sentence, would have been paid to the Executive in the first such calendar year will be delayed and paid to the Executive on the first regular payroll date of the Company in the second calendar year, with any subsequent payments to be made as if no payment hereunder such delay had occurred. If the Executive is entitled to any reimbursement of expenses or in-kind benefits that are includable in the Executive’s federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be accelerated provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. The Executive’s right to reimbursement of expenses or deferred unless such acceleration in-kind benefits under this Agreement shall not be subject to liquidation or deferral would not exchange for another benefit. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by the Executive as a result in additional tax or interest pursuant to of the application of Code Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iia) Notwithstanding anything to the contrary in this Agreement to Amended Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s Employee has a “separation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateSection 409A”). Any installment In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Amended Agreement, if any, and any other severance payments or separation benefits that would have been made may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive the Employee on or within the six (6) month period following the Employee’s separation from service will accrue during the 60 day such six (6) month period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive and will become payable in a lump sum payment (less any applicable tax withholdings) on the First Payment Date date six (6) months and one (1) day following the remaining payments shall date of the Employee’s separation from service. All subsequent payments, if any, will be made as provided payable in this Agreement. (iii) accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything in this Agreement herein to the contrary, if Executive the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable tax withholdings) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. (b) This provision is deemed by intended to comply with the Company at requirements of Section 409A so that none of the time of Executive’s Separation from Service severance payments and benefits to be a “specified employee” for purposes of Section 409A, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution additional tax imposed under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due ambiguities herein will be interpreted to Executive under so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Amended Agreement shall be paid as otherwise provided herein. (iv) Executive’s right and to receive take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. (ia) The intent Unless otherwise expressly provided, any payment of compensation by the parties is that Company to the payments and benefits under this Agreement comply with or be exempt from Executive for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), whether pursuant to this Agreement or otherwise, shall be made on or before the fifteenth (15th) andday of the third (3rd) month following the later of the end of the calendar year or the end of the Company’s fiscal year, accordinglyin either case in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) by the Company to the maximum extent permittedExecutive are intended to comply with the requirements of Section 409A, and this Agreement shall be interpreted consistent therewith. Neither the Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof)) of the Company or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the Company shall be made to the Executive no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service with the Company and its affiliates within the meaning of Code Section 409A, or (ii) the date of the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule, without interest thereon. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder to not be in compliance therewith.with the requirements of Section 409A. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under the parties shall use commercially reasonable efforts to make all terms of this Agreement upon Executive’s termination consistent with and all payments made pursuant to this Agreement payable at such times as to not result in any penalty, interest and/or tax to the Executive pursuant to the provisions of employment shall be payable only upon Executive’s “separation from service” with Section 409A. If after the date hereof the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, or WidePoint indemnifies or otherwise protects any such compensation other executive or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made employee with regard to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid any liability pursuant to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to then automatically and without further action on the extent delayed commencement of any portion part of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinand/or WidePoint. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The Executive and the Company agree that it is the intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Section 409A of the U.S. Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance accordance therewith. (ii) Notwithstanding anything in . To the extent any provisions of this Agreement do not comply with Code Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Code Section 409A. Notwithstanding any other provision with respect to the contrary, any compensation or benefits payable timing of payments under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement necessary to comply with the requirements of Code Section 409A, any portion of the benefits payments to which Executive is may become entitled under this Agreement is required in order which are subject to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall 409A (and not be provided to Executive prior to the earlier of otherwise exempt from its application) that are payable (i) in a lump sum within six months following the expiration date of termination will be withheld until the first business day after the six-month period measured from anniversary of the date of Executive’s Separation from Service with termination, at which time Executive shall be paid the Company or amount of such lump sum payments in a lump sum and (ii) in installments within six months following the date of Executive’s death. Upon termination will be withheld until the first business day following after the expiration six-month anniversary of the applicable Section 409A perioddate of termination, all payments deferred pursuant to the preceding sentence at which time Executive shall be paid the aggregate amount of such installment payments in a lump sum to Executive (or Executive’s estate or beneficiaries)sum, and any remaining after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive under in accordance with the payment terms and schedule set forth herein. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by Code Section 409A or any damages for failing to comply with Code Section 409A. (b) In the case of any reimbursement to Executive pursuant to this Agreement shall Agreement, such reimbursement will be paid as otherwise provided hereinmade reasonably promptly following Executive’s submission of a request for reimbursement. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. (ivc) Executive’s right to receive any installment payments For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of deferred compensation under this Agreement shall be treated as a separate payment of deferred compensation. In addition, to the extent that the right to receive a series any payment (including the provision of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under benefits) hereunder provides for the deferral of compensation within the meaning of Code Section 409A, no payment hereunder shall references to Executive’s “termination” or “resignation” of employment will be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant construed to mean Executive’s “separation from service” within the meaning of Code Section 409A.409A(a)(2)(A)(i).

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th sixty first (61st) day following Executive’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 9(c). Any Except as required by Section 9(c), any installment payments that would have been made to Executive during the 60 sixty ( 60) day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date sixty first (61st) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one 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, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured separation from service, 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 Executive’s Separation death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. d. The foregoing provisions are intended to be exempt from Service or 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 additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. e. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 9 will not apply to (i) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (ii) the date of Executive’s death. Upon the first business day following the expiration portion of the applicable Section 409A period, all payments deferred pursuant on separation from service that satisfy the requirements for separation pay due to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiariesan involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (iii) any remaining payments due to Executive under this Agreement shall be paid as that are otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series exempt from the six month delay requirement of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted the Treasury Regulations under Section 409A. Except as otherwise permitted under Section 409ANotwithstanding anything to the contrary herein, no payment hereunder shall be accelerated except to the extent any expense, reimbursement or deferred unless such acceleration or deferral would not result in additional tax or interest in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A.409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other 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 Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (x) Executive’s death and benefits (y) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply 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 Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever shall Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under Payments made pursuant to this Agreement comply with or are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, 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 be in compliance therewith. (ii) Notwithstanding anything in 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 contraryextent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, any compensation or benefits payable under this the Employee shall not be Retention RSU Agreement upon Executive’s termination of employment shall be payable only upon Executive’s - Ratable Vesting (2020) 11 deemed to have had a Termination unless the Employee has incurred a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) andas defined in Treasury Regulation §1.409A-1(h), except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments and amounts that would have been made otherwise be payable pursuant to Executive this Agreement during the 60 day six-month period immediately following Executivethe Employee’s Separation from Service but for the preceding sentence Termination (including retirement) shall instead be paid to Executive on the First Payment Date and first business day after the remaining payments shall be made as provided in this Agreement. date that is six months following the Employee’s Termination (iii) Notwithstanding anything in this Agreement to or upon the contraryEmployee’s death, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for earlier). For purposes of Code Section 409A, to the extent delayed commencement applicable: (a) all payments provided hereunder shall be treated as a right to a series of any portion of the benefits separate payments and each separately identified amount to which Executive the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except payment; (b) except as otherwise permitted under provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, no payment the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be accelerated liable to the Employee (or deferred unless such acceleration any other individual claiming a benefit through the Employee) for any tax, interest, or deferral would not penalties the Employee may owe as a result in additional tax of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or interest otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.

Code Section 409A. (ia) This Agreement is intended to be exempt from, or otherwise comply with, Code Section 409A. The intent Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Code Section 409A; however, the parties is that the payments Company does not guarantee any particular tax effect to Executive under this Agreement, and benefits shall not be liable to Executive for any payment made under this Agreement comply with at the direction or be exempt from Section 409A consent of the Executive, which is determined to result in an additional tax, penalty or interest under Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be nor for reporting in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, good faith any compensation or benefits payable payment made under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of as an amount includible in gross income under Code Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.409A. (iiib) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time a payment obligation arises on account of Executive’s Separation separation from Service to be service while Executive is a “specified employee,” for purposes of as described in Code Section 409A, to and as determined by the extent delayed commencement Company in accordance with its procedures, by which determination Executive shall be bound, any payment of any portion of the benefits to which Executive is entitled “deferred compensation” as defined under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior after giving effect to the earlier of (i) exemptions available under Code Section 409A, shall be made on the expiration first business day of the six-seventh month period measured from following the date of Executive’s Separation separation from Service with service, or, if earlier, within fifteen (15) days after the Company appointment of the personal representative or (ii) the date executor of Executive’s estate following his death. Upon . (c) To the first business day following the expiration extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide Company with documentation of the applicable Section 409A periodexpenses promptly so as to facilitate the timing of the reimbursement payments contemplated by the Agreement, all payments deferred pursuant and any reimbursement payment due to the preceding sentence Executive hereunder shall be paid in a lump sum to Executive (on or before the last day of Executive’s estate or beneficiaries), and any remaining payments due taxable year following the taxable year in which the expense was incurred. Such reimbursement obligations pursuant to Executive under this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall be paid as otherwise provided hereinnot affect the amount of such benefits that Executive receives in any other taxable year. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A of the Code and the regulations and applicable guidance promulgated thereunder (collectively, collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Code Section 409A or any damages for failing to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to comply with Code Section 409A. To the contrary, extent any compensation taxable expense reimbursement or in-kind benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with is subject to Code Section 409A, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, amount thereof eligible in any such compensation or benefits calendar year shall not be paid, oraffect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the case last day of installmentsthe calendar year following the year in which the Executive incurred such expenses, and in no event shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in any provisions of this Agreement to the contrary, if the Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), to at the extent delayed commencement time of the Executive’s separation from service and if any portion of the payments or benefits to which be received by the Executive is entitled upon separation from service would be considered deferred compensation under this Agreement is required in order Code Section 409A and cannot be paid or provided to avoid a prohibited distribution the Executive without the Executive incurring taxes, interest or penalties under Code Section 409A, such portion of amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following the Executive’s benefits shall not separation from service will instead be provided to Executive prior to paid or made available on the earlier of (i) the expiration first business day of the six-seventh month period measured from following the date of the Executive’s Separation separation from Service with the Company service or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent It is the intention of both the parties is Company and Executive that the payments benefits and benefits under rights to which Executive could be entitled pursuant to this Agreement comply with or be exempt from Code Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permittedpossible or, to the extent they are not exempt from Code Section 409A, that they be compliant with Code Section 409A, and the provisions of this Agreement shall be interpreted construed in a manner consistent with that intention. If and to the extent required to comply with Code Section 409A, no payment or benefit required to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable paid under this Agreement upon on account of termination of Executive’s termination of employment shall be payable only upon Executive’s made unless and until Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and, except as provided below, 409A. Notwithstanding any such compensation or benefits shall not be paid, or, in the case provisions of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if the Executive is deemed a “specified Executive” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company in compliance with Code Section 409A) at the time of Executive’s Separation separation from Service to be a “specified employee” for purposes service (within the meaning of Code Section 409A, to the extent delayed commencement of ) and if any portion of the payments or benefits to which be received by the Executive is entitled upon separation from service would be considered deferred compensation under Code Section 409A (that does not qualify for an exemption from Code Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of during the six (6)-month period immediately following the Executive’s separation from service and any such benefits shall not that would be deferred compensation and that would otherwise be provided pursuant to Executive prior to this Agreement during the six (6)-month period immediately following the Executive’s separation from service shall instead be paid or made available on the earlier of of: (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration six (6)-month anniversary of the applicable Section 409A period, all payments deferred pursuant to date of the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate separation from service or beneficiaries), and any remaining payments due to Executive (ii) Executive’s death. Each payment under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall will be treated as a right to receive a series separate payment for purposes of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under To the extent that any payments made or benefits provided pursuant to this Agreement are reimbursements or in-kind payments, to the extent necessary to comply with Code Section 409A, the amount of such payments or benefits during any calendar year will not affect the amounts or benefits provided in any other calendar year, the payment date will in no event be later than the last day of the calendar year immediately following the calendar year in which an expense was incurred, and the right to any such payments or benefits will not be subject to liquidation or exchange for another payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.benefit.

Code Section 409A. (i) The intent This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the parties is Code, and any payment scheduled to be made hereunder that the payments and benefits under this Agreement comply with or be exempt from would otherwise violate Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, shall be delayed to the maximum extent permitted, necessary for this Agreement shall be interpreted and such payment to be in compliance therewithcomply with Section 409A of the Code. (iii) Notwithstanding anything any provision to the contrary in this Agreement Agreement, no amount deemed deferred compensation subject to Section 409A of the contrary, any compensation or benefits Code shall be payable under this Agreement upon to Executive hereunder unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in of the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date Code and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contraryDepartment of Treasury regulations and other guidance promulgated thereunder. In addition, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation “separation from Service service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this the Agreement shall be paid as otherwise provided herein. Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (ivii) Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall 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 preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. (iii) 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 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.payment.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th 61st day following Executive’s Separation separation from Service (the “First Payment Date”)service, or, if later, such time as required by Section 11.c. Any Except as required by Section 11.c, any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one 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, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured separation from service, 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 Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or (ii) the date of Executive’s deathbenefit. Upon the first business day following the expiration of the applicable Section 409A periodEach payment, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), installment and any remaining payments due to Executive benefit payable under this Agreement shall be paid as otherwise provided hereinis intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Executive’s right d. The foregoing provisions are intended to receive any installment be exempt from or comply with the requirements of Section 409A so that none of the severance payments under this Agreement shall and benefits to be treated as a right provided hereunder will be subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities or ambiguous terms herein will be accelerated interpreted to be exempt or deferred unless so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such acceleration reasonable actions which are necessary, appropriate or deferral would not result in desirable to avoid imposition of any additional tax or interest income recognition prior to actual payment to Executive under Section 409A. e. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A.409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 11 will not apply to (1) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (2) the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (3) any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. (i) 18.1 The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “"Section 409A”") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith. (ii) 18.2 Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s the Executive Director's termination of employment shall be payable only upon Executive’s “the Executive Director's "separation from service” " with the Company within the meaning of Section 409A (a “"Separation from Service”") and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installmentsinstalments, shall not commence payment, until the 60th day following Executive’s the Executive Director's Separation from Service (the “"First Payment Date”"). Any installment instalment payments that would have been made to the Executive Director during the 60 day period immediately following Executive’s the Executive Director's Separation from Service but for the preceding sentence shall be paid to the Executive Director on the First Payment Date and the remaining payments shall be made as provided in this Agreement.. In no event may the Executive Director, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. (iii) 18.3 Notwithstanding anything in this Agreement to the contrary, if the Executive Director is deemed by the Company at the time of Executive’s the Executive Director's Separation from Service to be a “"specified employee” " for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which the Executive Director is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s the Executive Director's benefits shall not be provided to the Executive Director prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s the Executive Director's Separation from Service with the Company or (ii) the date of Executive’s the Executive Director's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to the Executive Director (or Executive’s the Executive Director's estate or beneficiaries), and any remaining payments due to the Executive Director under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s 18.4 The Executive Director's right to receive any installment instalment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment instalment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. 18.5 To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to the Executive Director shall be paid to the Executive Director no later than December 3 I of the year following the year in which the expense was incurred and payment will be subject to the Executive Director submitting the Executive Director's reimbursement request promptly following the date the expense is incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section I 05(6) of the Code, and the Executive Director's right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. As witness, the Parties initial each page and sign at the end of the two counterparts, in the place and on the date first indicated above. ▇▇. ▇▇▇▇▇ Advance Medical Health-Care Management Services, S.A. Represented by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Code Section 409A. (ia) The intent of Notwithstanding any provision to the parties contrary in this Agreement, no amount that is that the payments and benefits under this Agreement comply with or be exempt from deemed deferred compensation subject to Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted payable pursuant to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Section 2 unless Executive’s termination of employment shall be payable only upon Executive’s “constitutes a separation from service” with the Company service within the meaning of Treasury Regulation Section 409A 1.409A-1h (a “Separation from Service”) and, except as provided under Section 6.13(b) below, any such compensation or benefits amount shall not be paid, or, or in the case of installments, shall not commence paymentto be paid, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement., subject to the last sentence of Section 2.1(a). US-DOCS\101036725.3 (iiib) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation separation from Service service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month six (6)-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 6.13(b) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivc) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (d) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Treasury Regulation Section 409A. Except as 1.409A-2(b)(2)(iii). (e) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise permitted be taxable to Executive under Section 409A, no payment hereunder shall be accelerated the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or deferred unless appropriate to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.Section. US-DOCS\101036725.3

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.409A. ny-1300922 v3 (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event any portion of Executive’s cash severance payable pursuant to Section 2 did not satisfy an exemption from Section 409A prior to the Original Effective Date and does not satisfy an exemption from Section 409A at the time of Executive’s Qualifying Termination, then the timing of such portion of the cash severance that remains subject to Section 409A shall be paid in accordance with the payment timing provisions set forth in the Employment Agreement. In addition, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed, and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The intent This Agreement is intended to comply with Section 409 of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A Internal Revenue Code of the Code and the regulations and guidance promulgated thereunder 1986, as amended (collectively, “Section 409A”) and), accordinglyor 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 complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement upon a series termination of separate payments and, accordingly, each such installment payment employment shall at all times only be considered made upon a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if at the time of Executive’s separation from service, the Company determines that the Executive is a “specified employee,” within the meaning of Section 409A, no then to the extent any payment hereunder or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Section 409A such payment or benefit shall be accelerated paid or deferred unless provided at the date which is the earlier of (i) six (6) months and one day after such acceleration or deferral would not result in additional tax or interest separation from service and (ii) the date of the Executive’s death (“Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 409A.24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a single 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.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to US-DOCS\119697748.5 Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month six‑month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) 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 the installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

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 Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and benefits (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply 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 Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever shall Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be 13 excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) The Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s separation from service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. (ii) It is the intent of this Agreement to comply with the parties is requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Executive. (iii) Notwithstanding any other provisions of this Agreement, Executive’s receipt of severance payments and benefits under this Agreement comply with or be exempt from Section 409A of is conditioned upon Executive signing and not revoking the Code Release and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, subject to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Release becoming effective within sixty (ii60) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon days following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateRelease Period”). Any installment payments that would have been made to Executive No severance will be paid or provided until the Release becomes effective. No severance will be paid or provided unless the Release becomes effective during the 60 day period immediately following Release Period. In the event Executive’s Separation separation from Service but for the preceding sentence shall be paid to Executive service occurs on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement or after November 1 of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Ayear, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall any delayed severance will be paid in a lump sum arrears on the first payroll date to Executive (occur during the following calendar year, or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid such later time as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to required by Section 409A.

Code Section 409A. (ia) The intent If upon the expiration of the parties Initial Term the Executive terminates his employment with the Corporation under the circumstances described in Section 2, and as of the date of his termination of employment, the Executive is that the payments and benefits under this Agreement comply with or be exempt from a “specified employee,” as defined in Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and), accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits Executive shall not be paid, or, in the case of installments, shall not commence payment, entitled to any payments under Sections 5.3(b)(i) and 5.3(b)(ii) until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration date which is six months after his termination of the six-month period measured from the date of Executive’s Separation from Service with the Company employment, or (ii) the date of the Executive’s death. Upon At the first business day following end of such six-month period (or upon the expiration of Executive’s death during the applicable six-month period), the payments under Section 409A period, all payments deferred pursuant to the preceding sentence 5.3(b)(i) and Section 5.3(b)(ii) shall be paid as soon as feasible in a lump sum sum. (b) If, after April 1, 2008, (i) the Executive terminates his employment with the Corporation under circumstances satisfying any of subsections (i) through (iv) of the definition of Good Reason set forth in Section 5.5(d)), or (ii) the Corporation terminates the Executive’s employment without Cause, and in either case as of the date of his termination of employment the Executive is a “specified employee,” the payments to Executive during the period ending on the earlier of (A) the date which is six months after his termination of employment or (B) the date of his death shall not exceed the “Interim Payment Limit,” as defined below. The Interim Payment Limit is two times the lesser of (aa) Executive’s estate annualized compensation from the Corporation for calendar 2007, or beneficiaries(bb) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17). Payments up to the Interim Payment Limit shall first be made as that portion (up to 100%) of the lump sum payment under Section 5.3(b)(ii) that does not exceed the Interim Payment Limit, and any remaining payments due of continued salary under Section 5.3(b)(i) up to Executive the Interim Payment Limit shall be shall be paid according to the Corporation’s customary payroll practices. At the end of such six-month period (or upon the Executive’s death during the six-month period), any remaining unpaid amounts under this Agreement Section 5.3(b)(i) and Section 5.3(b)(ii) shall be paid as otherwise provided hereinsoon as feasible in a lump sum. (ivc) Executive’s right The provisions of this Section 5.7 are intended to receive any installment payments under this Agreement satisfy Code Section 409A and the regulations thereunder, and shall be treated as interpreted and applied in a right to receive a series of separate payments and, accordingly, each manner consistent with Code Section 409A and such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.regulations.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iia) Notwithstanding anything to the contrary in this Agreement to Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s Employee has a “separation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment DateSection 409A”). Any installment In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that would have been made may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive the Employee on or within the six (6) month period following the Employee’s separation from service will accrue during the 60 day such six (6) month period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive and will become payable in a lump sum payment (without interest and less any applicable tax withholdings) on the First Payment Date date six (6) months and one (1) day following the remaining payments shall date of the Employee’s separation from service. All subsequent payments, if any, will be made as provided payable in this Agreement. (iii) accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything in this Agreement herein to the contrary, if Executive the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable tax withholdings) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. (b) This provision is deemed by intended to comply with the Company at requirements of Section 409A so that none of the time of Executive’s Separation from Service severance payments and benefits to be a “specified employee” for purposes of Section 409A, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution additional tax imposed under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due ambiguities herein will be interpreted to Executive under so comply. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right and to receive take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. ​ ​ Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code 409A, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithaccordance with this intent. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, ). If the period during which Executive may deliver the Release begins in one year and ends in the case next, then to the extent required to comply with Section 409A, payments under Section 2 of installments, shall not this Agreement will in all events commence payment, until only in the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreementlater year. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (ia) The intent of For purposes hereof, the parties is that the payments and benefits under this Agreement comply with or Executive will be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, presumed to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (have experienced a “Separation from Service” on the date that the Company and the Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its affiliates within the meaning of Code Section 409A (“409A Affiliates”) andor that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Whether the Executive has experienced a Separation from Service shall be determined by the Company in good faith and consistent with Code Section 409A. Notwithstanding the foregoing, except as provided belowif the Executive takes a leave of absence for purposes of military leave, any such compensation sick leave or benefits shall other bona fide reason, the Executive will not be paiddeemed to have experienced a Separation from Service for the first six (6) months of the leave of absence, oror if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the case Executive to be unable to perform the duties of installmentshis position of employment or any substantially similar position of employment, shall not commence paymentthe leave may be extended by the Company for up to twenty-nine (29) months without causing a Separation from Service. If the Executive continues to provide services to the Company or its 409A Affiliates following his date of termination of employment, until the 60th day following Executive’s Separation from Service date may be delayed to the date the Executive ceases to provide services to the extent required by Code Section 409A. (b) Notwithstanding any other Section of this Agreement, if the Executive is a “First Payment Date”). Any installment specified employee” as defined in Code Section 409A and the regulations promulgated thereunder at the time of the Executive’s Separation from Service, then any payments due hereunder that would have been made paid to the Executive during within six (6) months following such Separation from Service shall be deferred and paid on the 60 first day period immediately of the seventh month following the month in which the Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409Aoccurs, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution an additional tax on such payments under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all 409A. All deferred payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries)without interest thereon. For purposes of applying Code Section 409A, and any remaining payments each payment due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement hereunder shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.payment.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Employee, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Employee has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th sixty first (61st) day following ExecutiveEmployee’s Separation separation from Service (the “First Payment Date”service, or, if later, such time as required by Section 11(c). Any Except as required by Section 11(c), any installment payments that would have been made to Executive Employee during the 60 sixty (60) day period immediately following ExecutiveEmployee’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive Employee on the First Payment Date sixty first (61st) day following Employee’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Employee’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, if Executive Employee dies following Employee’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable, but no later than (60) days after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is deemed by the Company at the time of Executive’s Separation from Service intended to be constitute a “specified employee” separate payment for purposes of Section 409A, 1.409A-2(b)(2) of the Treasury Regulations. d. The foregoing provisions are intended to be exempt from or 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 delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided to Executive any additional tax or income recognition prior to actual payment to Employee under Section 409A. e. Employee agrees and understands that he is not relying upon the earlier Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Employee agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. Notwithstanding the foregoing, the Company agrees that it shall operate this Agreement in accordance with its terms and in a manner intended to comply with Section 409A of the Code or an exemption therefrom. f. Notwithstanding the foregoing, this Section 11 will not apply to (i) all payments on separation from service that satisfy the expiration short-term deferral rule of the six-month period measured from the date of Executive’s Separation from Service with the Company or Treas. Reg. §1.409A-1(b)(4), (ii) the date of Executive’s death. Upon the first business day following the expiration portion of the applicable Section 409A period, all payments deferred pursuant on separation from service that satisfy the requirements for separation pay due to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiariesan involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (iii) any remaining payments due to Executive under this Agreement shall be paid as that are otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series exempt from the six month delay requirement of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted the Treasury Regulations under Section 409A. Except as otherwise permitted under Section 409ANotwithstanding anything to the contrary herein, no payment hereunder shall be accelerated except to the extent any expense, reimbursement or deferred unless such acceleration or deferral would not result in additional tax or interest in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A.409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year, (y) the reimbursements for expenses for which Employee is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. (ia) The intent of For purposes hereof, the parties is that the payments and benefits under this Agreement comply with or Executive will be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, presumed to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (have experienced a “Separation from Service” on the date that the Company and the Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its affiliates within the meaning of Code Section 409A (“409A Affiliates”) andor that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Whether the Executive has experienced a Separation from Service shall be determined by the Company in good faith and consistent with Code Section 409A. Notwithstanding the foregoing, except as provided belowif the Executive takes a leave of absence for purposes of military leave, any such compensation sick leave or benefits shall other bona fide reason, the Executive will not be paiddeemed to have experienced a Separation from Service for the first six (6) months of the leave of absence, oror if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the case Executive to be unable to perform the duties of installmentshis position of employment or any substantially similar position of employment, shall not commence paymentthe leave may be extended by the Company for up to twenty-nine (29) months without causing a Separation from Service. If the Executive continues to provide services to the Company or its 409A Affiliates following his date of termination of employment, until the 60th day following Executive’s Separation from Service date may be delayed to the date the Executive ceases to provide services to the extent required by Code Section 409A. (b) Notwithstanding any other Section of this Agreement, if the Executive is a “First Payment Date”). Any installment specified employee” as defined in Code Section 409A and the regulations promulgated thereunder at the time of the Executive’s Separation from Service, then any payments due hereunder that would have been made paid to the Executive during within six months following such Separation from Service shall be deferred and paid on the 60 first day period immediately of the seventh month following the month in which the Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409Aoccurs, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution an additional tax on such payments under Code Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all 409A. All deferred payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries)without interest thereon. For purposes of applying Code Section 409A, and any remaining payments each payment due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement hereunder shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.payment.

Code Section 409A. (i) The intent of a. Notwithstanding anything to the parties is that the payments and contrary in this Agreement, no severance pay or benefits under to be paid or provided to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “pursuant to Treasury Regulation Section 409A”1.409A-1(b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s until Executive has a “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation 409A. b. Any severance payments or benefits shall not under this Agreement that would be paidconsidered Deferred Payments will be paid on, or, in the case of installments, shall will not commence paymentuntil, until the 60th 61st day following Executive’s Separation separation from Service (the “First Payment Date”)service, or, if later, such time as required by Section 11.c. Any Except as required by Section 11.c, any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation separation from Service service, but for the preceding sentence shall sentence, will be paid to Executive on the First Payment Date 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) c. Notwithstanding anything to the contrary in this Agreement Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one 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, if Executive is deemed by the Company at the time of dies following Executive’s Separation separation from Service to be a “specified employee” for purposes of Section 409Aservice, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive but prior to the earlier of (i) the expiration six month anniversary of the six-month period measured separation from service, 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 Executive’s Separation from Service death and all other Deferred Payments will be payable in accordance with the Company payment schedule applicable to each payment or (ii) the date of Executive’s deathbenefit. Upon the first business day following the expiration of the applicable Section 409A periodEach payment, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), installment and any remaining payments due to Executive benefit payable under this Agreement shall be paid as otherwise provided hereinis intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Executive’s right d. The foregoing provisions are intended to receive any installment be exempt from or comply with the requirements of Section 409A so that none of the severance payments under this Agreement shall and benefits to be treated as a right provided hereunder will be subject to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted the additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities or ambiguous terms herein will be accelerated interpreted to be exempt or deferred unless so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such acceleration reasonable actions which are necessary, appropriate or deferral would not result in desirable to avoid imposition of any additional tax or interest income recognition prior to actual payment to Executive under Section 409A. e. Executive agrees and understands that he is not relying upon the Company or its counsel for any tax advice regarding the tax treatment of the payments made or benefits received pursuant to this Agreement and, except for any tax withholding obligation of the Company with respect to such payments, Executive agrees that he is responsible for determining the tax consequences of all such payments and benefits hereunder, including but not limited to those which may arise under Section 409A.409A of the Code, and for paying taxes, if any, that he may owe with respect to such payments or benefits. f. Notwithstanding the foregoing, this Section 11 will not apply to (1) all payments on separation from service that satisfy the short term deferral rule of Treas. Reg. §1.409A-1(b)(4), (2) the portion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and (3) any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Section 409A. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) If and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) Executive will promptly submit reimbursement requests and all such expenses or other reimbursements hereunder will be made on or prior to the last day of Executive’s taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (iii) the amount of expenses eligible for reimbursement, or the in-kind benefits provided, during any taxable year of Executive will not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year of Executive, and (iv) any reimbursement will be for expenses incurred during the period of time specified in this Agreement and if no time period is specified, will be for expenses incurred during Executive’s lifetime.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment or otherwise references a date of termination, comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (i) The intent of the parties It is intended, and this Agreement will be so construed, that the payments and benefits any amounts payable under this Agreement comply with and the Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with the provisions of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, so as not to subject the Executive to the maximum payment of interest and/or any tax penalty that may be imposed under Section 409A. To the extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, that any compensation or benefits payable under this Agreement upon constitutes deferred compensation within the meaning of Section 409A, (i) the provisions of this Agreement that provide for payment of such compensation that is triggered by the Executive’s termination of employment shall be payable deemed to provide for payment that is triggered only upon by the Executive’s “separation from service” with the Company within the meaning of Treasury Regulation Section 409A §1.409A-1(h) (a “Separation from Service”), and (ii) andif, except as provided belowon the date of the Executive’s Separation from Service, any the Executive is a “specified employee” within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i) (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of such Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)) and to the extent the Company makes a good faith determination that payment of such compensation or benefits shall not must be paiddelayed to comply with Code Section 409A(a)(2)(B)(i), or, in payment of such compensation that is triggered by the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon on the first business day following the expiration six (6) month anniversary of the applicable Section 409A perioddate of such Separation from Service (provided, all payments deferred pursuant however, that if the Executive dies after the date of such Separation from Service, payment will be paid to the preceding sentence shall be paid Executive’s estate in a lump sum without regard to the six-month delay that otherwise applies to specified employees). The Executive (or Executive’s estate or beneficiaries), acknowledges and any remaining payments due agrees that the Company has made no representation to the Executive under as to the tax treatment of the compensation and benefits provided pursuant to this Agreement shall be paid as otherwise provided hereinand that the Executive is solely responsible for all taxes due with respect to such compensation and benefits. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.”

Code Section 409A. (ia) The intent This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid the application of the parties is that the payments and benefits taxes or interest under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, while maintaining to the maximum extent permittedpracticable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, for purposes of Code Section 409A. If it is determined that any compensation payments or benefits payable under this Agreement due hereunder upon Executive’s termination of employment are subject to Code Section 409A, no such payments or benefits shall be payable only upon Executive’s unless such termination constitutes a “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date reimbursements and the remaining in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section ‎16 shall not be construed as provided in a guarantee of any particular tax effect for Executive’s benefits under this AgreementAgreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. For purposes of Code Section 409A, each payment hereunder and any installment payments shall be deemed separate payments. (iiib) Notwithstanding anything in any provision of this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service determined to be a “specified employee” for purposes of (as defined in Code Section 409A) as of the Termination Date, then the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent applicable. All delayed commencement payments shall be accumulated and paid in a lump-sum payment as of any the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death). Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to paid during the earlier of six (i) the expiration of the six-month 6)-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence Termination Date shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided in accordance with the payment schedule established herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The intent Unless otherwise expressly provided, any payment of compensation by the parties is that Company to the payments and benefits under this Agreement comply with or be exempt from Executive for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), whether pursuant to this Agreement or otherwise, shall be made on or before the fifteenth (15th) andday of the third (3rd) month following the later of the end of the calendar year or the end of the Company’s fiscal year, accordinglyin either case in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A or unless delay is permitted pursuant to Section 409A. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) by the Company to the maximum extent permittedExecutive are intended to comply with the requirements of Section 409A, and this Agreement shall be interpreted consistent therewith. Neither the Company nor the Executive, individually or in combination, may accelerate any such deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A. In the event that the Executive is determined to be a “key employee” (as defined in Section 416(i) of the Code (without regard to paragraph (5) thereof)) of the Company or its affiliates at a time when the Company or its affiliates has stock which is deemed to be publicly-traded on an established securities market for purposes of Section 409A, payments determined to be “nonqualified deferred compensation” thereunder and payable following termination of the Executive’s employment with the Company shall be made to the Executive no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the month in which occurs the Executive’s separation from service with the Company and its affiliates within the meaning of Code Section 409A, or (ii) the date of the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule, without interest thereon. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder to not be in compliance therewith.with the requirements of Section 409A. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under the parties shall use commercially reasonable efforts to make all terms of this Agreement upon Executive’s termination consistent with and all payments made pursuant to this Agreement payable at such times as to not result in any penalty, interest and/or tax to the Executive pursuant to the provisions of employment shall be payable only upon Executive’s “separation from service” with Section 409A. If after the date hereof the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, indemnifies or otherwise protects any such compensation other executive or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made employee with regard to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid any liability pursuant to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to then automatically and without further action on the extent delayed commencement of any portion part of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinCompany. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) a. To the extent that any taxable reimbursements of expenses are provided under Section 3, they shall be made in accordance with Internal Revenue Code Section 409A, including the following provisions: i. The intent amount of any such expense reimbursement provided during one of Executive's tax years shall not affect any expenses eligible for reimbursement in any other taxable year; ii. The reimbursement of the parties is eligible expense shall be made no later than the last day of Executive's tax year that immediately follows the year in which the expense was incurred; and iii. Executive's right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment. b. Notwithstanding anything to the contrary in this Agreement, no severance payments and or benefits under payable to Executive, if any, pursuant to this Agreement comply that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the "Deferred Payments") will be payable until Executive has a "separation from service" within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder pursuant to Treasury Regulation Section 1.409A-l (collectively, “Section 409A”b)(9) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall will be payable only upon Executive’s “until Executive has a "separation from service” with " within the Company meaning of Section 409A. c. Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of separation from service (a “Separation from Service”) and, except as provided belowother than due to death), any such compensation Deferred Payments that otherwise 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 benefits shall not 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 paid, orpayable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the case event of installments, shall not commence payment, until the 60th day Executive's death following Executive’s Separation 's separation from Service 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 this paragraph will be payable in a lump sum as soon as administratively practicable after the “First Payment Date”)date of Executive's 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 1.409A2(b)(2) of the Treasury Regulations. d. Any severance payment that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of the Agreement. Any installment payments severance payment that would have been qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of the Agreement. For purposes of this paragraph, "Section 409A Limit" will mean the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the 60 day period immediately following Executive’s Separation from Service but for Company's taxable year preceding the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time Company's taxable year of Executive’s Separation 's separation from service as determined under Treasury Regulation Section 1.409A-l(b)(9)(iii)(A)(l) and any Internal Revenue Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service guidance issued with the Company respect thereto; or (ii) the date of Executive’s death. Upon the first business day following the expiration maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(l7) of the applicable Code for the year in which Executive's employment is terminated. e. The foregoing provisions are intended to comply with the requirements of Section 409A period, all so that none of the severance payments deferred pursuant and benefits to be provided under the Agreement will be subject to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted additional tax imposed under Section 409A, no payment hereunder shall and any ambiguities herein will be accelerated interpreted to so comply. Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or deferred unless such acceleration or deferral would not result in desirable to avoid imposition of any additional tax or interest pursuant income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithcomply with this intent. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation Separation from service” Service with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits payable under this Agreement that constitute nonqualified deferred compensation subject to Section 409A and where the expiration of the Release consideration and revocation periods could occur in either of two calendar years, shall not be paid, or, in the case of installments, shall not commence payment, until in the 60th day following Executive’s Separation from Service later year (the “First Delayed Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service Delayed Payment Date but for the preceding sentence shall be paid to Executive on the First Delayed Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” under Section 409A, (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) 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. (vi) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” under Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. (vii) In no event whatsoever shall the Company or any Affiliate be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A.

Code Section 409A. (i) The intent Payments in respect of the parties is Executive’s Termination of Employment under the Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (a) any payments that become vested as a result of the Executive’s Termination of Employment under the Agreement that are made on or before the 15th day of the third month of the calendar year following the calendar year of the Executive’s Termination of Employment, and (b) any additional payments that are made on or before the last day of the second calendar year following the year of the Executive’s Termination of Employment and benefits do not exceed the lesser of two times Base Salary or two times the limit under this Agreement comply with or be Code Section 401(a)(17) then in effect, and (c) the payment of medical expenses within the applicable COBRA period, are exempt from the requirements of Code Section 409A. If the Executive is designated as a “specified employee” within the meaning of Code Section 409A of the Code (and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyCompany is publicly traded on any securities market), to the maximum extent permitted, this Agreement shall be interpreted that any deferred compensation payments to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to made during the contrary, any compensation or benefits payable under this Agreement upon first six month period following Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with exceed such exempt amounts, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to withheld and the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion amount of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall withheld will be paid in a lump sum to Executive (or sum, without interest, during the seventh month after Executive’s estate or beneficiaries)termination; provided, and however, that if the Executive dies prior to the expiration of such six month period, payment to the Executive’s beneficiary shall be made as soon as practicable following the Executive’s death. The Company shall identify in writing delivered to the Executive any remaining payments due it reasonably determines are subject to Executive delay under this Agreement Section 16. In no event shall be paid as otherwise provided herein. (iv) Executive’s right the Company have any liability or obligation with respect to receive any installment payments under this Agreement shall be treated taxes for which the Executive may become liable as a right to receive a series result of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to the application of Code Section 409A.

Code Section 409A. (i) The intent of the parties patties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “"Section 409A”") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s 's termination of employment shall be payable only upon Executive’s “'s "separation from service” " with the Company within the meaning of Section 409A (a “"Separation from Service”") and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s 's Separation from Service (the “"First Payment Date”"). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s 's Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s 's Separation from Service to be a “"specified employee” " for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s 's benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s 's Separation from Service with the Company or (ii) the date of Executive’s 's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s 's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s 's right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The intent of Employee is advised to consult with Employee’s own tax advisors related to all tax matters related this Agreement and any compensation or benefits from the parties Company or its affiliates. It is intended that this Agreement and the payments and benefits under this Agreement comply with or hereunder shall either be exempt from Section or comply with the requirements of Internal Revenue Code section 409A of the Code and the regulations Treasury Regulations and others guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) ExecutiveEmployee’s right to receive any installment payments under pursuant to this Agreement shall be 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 payments. In the event that any payment as permitted under Section 409A. Except as otherwise permitted under provided pursuant to this Agreement is subject to Section 409A, no payment hereunder the applicable terms of this Agreement shall be accelerated interpreted in a manner that complies with Section 409A to the fullest extent possible. The parties agree to modify this Agreement or deferred unless such acceleration or deferral would the timing of any payment (but not result in additional tax the amount) to the extent necessary to comply with Section 409A and avoid application of any taxes, penalties, or interest pursuant thereunder. Notwithstanding the foregoing, to the extent that this Agreement or any payment under this Agreement shall be deemed not to comply with Section 409A, then the Company and its affiliates and their respective owners, directors, employees, and agents shall not be liable to Employee in anyway. (b) Notwithstanding anything to the contrary in this Agreement, if the stock of the Company (or any other corporation, trade or business that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Internal Revenue Code is publicly traded on an established securities market on the date of the Employee’s termination of employment and the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code as of such date, then no payments under this Agreement to the extent they are subject to Section 409A.409A shall be made to the Employee before the earlier of the date which is six months after the date of the Employee’s termination of employment or the date of the Employee’s death. Any such payments that would otherwise have been made to the Employee under this Agreement during such period shall be accumulated without interest and paid to the Employee on the earlier of such dates.

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 Employer to Executive: (a) The payment (or commencement of a series of payments) hereunder of any non-qualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such non-qualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive as set forth in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of Executive’s ultimate Separation from Service. (b) If Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)) as of Executive’s Separation from Service with Employer, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (i) The intent constitutes non-qualified deferred compensation (within the meaning of Section 409A of the parties Code) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax or interest (or both) under Section 409A of the Code, then any such payment, benefit, or entitlement that is that payable during the payments first six months following the Separation from Service shall be paid or provided to Executive in a lump sum cash payment to be made on the earlier of (A) Executive’s death and benefits (B) the first business day of the seventh month immediately following Executive’s Separation from Service. (c) Any payment or benefit paid or provided under this Agreement comply 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 Executive only to the extent that expenses are not incurred or the benefits are not provided beyond the last day of Executive’s second taxable year following Executive’s taxable year in which the Separation from Service occurs, provided that Employer reimburses such expenses no later than the last day of the third taxable year following Executive’s taxable year in which Executive’s Separation from Service occurs. (d) It is the Parties’ intent that the payments, benefits, and entitlements to which Executive could become entitled in connection with or Executive’s employment under this Agreement be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectivelythereunder, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to consistent with such intent. For purposes of the contrary, any limitations on non-qualified deferred compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409ACode, such portion each payment of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments compensation under this Agreement shall be treated as a right to receive a series separate payment of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted compensation for purposes of applying the exclusion under Section 409A. Except as otherwise permitted 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A409A of the Code. (e) While the payments and benefits provided for hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Section 409A of the Code, in no payment hereunder event whatsoever will Company or Bank or their respective Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding or other obligations applicable to employers, if any, under Section 409A of the Code). (f) No deferred compensation payments provided for under this Agreement shall be accelerated or to Executive, except as permitted by Treasury Regulations § 1.409A-3(j)(4). (g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be subject to offset by any other amount unless such acceleration or deferral would not result in additional tax or interest pursuant to permitted by Section 409A.409A of the Code.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (ias defined below) The intent of the parties is or other severance benefits that the payments and benefits under this Agreement comply with or be otherwise are exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectivelyas defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a Separation from Service. In addition, as Executive currently is a “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from servicespecified employee” with the Company within the meaning of Section 409A (and the Company anticipates that Executive will continue to be a “specified employee until Executive’s Separation from Service, the severance benefits payable to Executive under this Agreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) andwill, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installmentsdeath, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but be delayed for the preceding sentence shall be paid to Executive period beginning on the First Payment Termination Date and ending on the remaining payments shall be made as provided in this Agreement. date that is six (iii6) Notwithstanding anything in this Agreement to months following the contraryTermination Date or, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409Alater, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of six (i6) the expiration of the six-month period measured from months following the date of Executive’s Separation from Service Service. All subsequent payments, if any, will be payable in accordance with the Company payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his Separation from Service but prior to the six (ii6) the month anniversary of his date of Executive’s death. Upon the first business day following the expiration of the applicable separation, then any payments delayed in accordance with this Section 409A period, all payments deferred pursuant to the preceding sentence shall 7(i) or otherwise will be paid payable in a lump sum (less applicable withholding taxes) to Executive (or Executive’s estate as soon as administratively practicable after the date of his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinbenefit. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (ia) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be If you are a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A, to the extent delayed commencement of any portion 1.409A-1(i) as of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409Adate of your separation from employment with the Company, such portion of Executive’s benefits you shall not be provided entitled to Executive prior to any Severance Payment until the earlier of (i) the expiration of the six-month period measured date which is six (6) months after your separation from the date of Executive’s Separation from Service employment with the Company for any reason other than death, or (ii) the date of Executive’s the your death. Upon the first business day following the expiration The provisions of the applicable Section 409A periodthis paragraph shall only apply if, all payments deferred pursuant and to the preceding sentence shall be paid in a lump sum extent, required to Executive (or Executive’s estate or beneficiaries)avoid the imputation of any tax, and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax penalty or interest pursuant to Section 409A.409A of the Code. Any amounts otherwise payable to you upon or in the six (6) month period following your separation from employment with the Company that are not so paid by reason of this Section (a) shall be paid (without interest) as soon as practicable (and in all events within twenty (20) days) after the date that is six (6) months after your separation from employment with the Company (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of your death). (b) To the extent that any reimbursements or any benefits provided to you by the Company are taxable to you, any reimbursement payment due you shall be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred. You agree to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Any reimbursements to which you may be entitled are not subject to liquidation or exchange for another benefit. (c) It is intended that any amounts payable under this Agreement and the Company’s and your exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) Service and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service First Payment Date but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, to the extent required to ensure that any compensation or benefits payable under this Agreement to Executive that is designated under this Agreement as payable upon Executive’s termination of employment comply with or satisfy an exemption from Section 409A of the Code, such compensation and benefits shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, in the event any portion of Executive’s cash severance payable pursuant to Section 2 did not satisfy an exemption from Section 409A prior to the Effective Date and does not satisfy an exemption from Section 409A at the time of Executive’s Qualifying Termination, then the timing of such portion of the cash severance that remains subject to Section 409A shall be paid in accordance with the payment timing provisions set forth in the Employment Agreement. In addition, in the event a Change in Control does not constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), any portion of Executive’s cash severance payable pursuant to Section 2(b) that does not satisfy an exemption from Section 409A shall be paid at the same time and in the same manner as the related cash severance would have been paid under Section 2(a).

Code Section 409A. (i) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s US-DOCS\78557680.1 Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (v) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A of the Code and the regulations and applicable guidance promulgated thereunder (collectively, collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Edinburg by Code Section 409A or any damages for failing to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to comply with Code Section 409A. To the contrary, extent any compensation taxable expense reimbursement or in-kind benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with is subject to Code Section 409A, the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, amount thereof eligible in any such compensation or benefits calendar year shall not be paid, oraffect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the case last day of installmentsthe calendar year following the year in which Edinburg incurred such expenses, and in no event shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in any provisions of this Agreement to the contrary, if Executive Edinburg is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), to at the extent delayed commencement time of Edinburg’s separation from service and if any portion of the payments or benefits to which Executive is entitled be received by Edinburg upon separation from service would be considered deferred compensation under this Agreement is required in order Code Section 409A and cannot be paid or provided to avoid a prohibited distribution Edinburg without Edinburg incurring taxes, interest or penalties under Code Section 409A, such portion of Executive’s amounts that would otherwise be payable pursuant to this Agreement and benefits shall not that would otherwise be provided pursuant to Executive prior to this Agreement, in each case, during the six-month period immediately following Edinburg’s separation from service will instead be paid or made available on the earlier of (i) the expiration first business day of the six-seventh month period measured from following the date of ExecutiveEdinburg’s Separation separation from Service with the Company service or (ii) the date of ExecutiveEdinburg’s death. Upon For purposes of this Agreement, the first business day following the expiration right to a series of the applicable Section 409A period, all installment payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid treated as otherwise provided herein. (iv) Executive’s the right to receive any installment a series of separate payments under this Agreement and shall not be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.single payment.

Code Section 409A. (ia) The intent This Agreement may be amended to the extent necessary (including retroactively) by the Employer, without Executive’s consent, to avoid the application of the parties is that the payments and benefits taxes or interest under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, while maintaining to the maximum extent permittedpracticable the original intent of this Agreement, provided that the Employer is under no obligation to amend this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, for purposes of Code Section 409A. If it is determined that any compensation payments or benefits payable under this Agreement due hereunder upon Executive’s termination of employment are subject to Code Section 409A, no such payments or benefits shall be payable only upon Executive’s unless such termination constitutes a “separation from service” with the Company within the meaning of Code Section 409A (a “Separation from Service”) and409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date reimbursements and the remaining in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Section 16 shall not be construed as provided in a guarantee of any particular tax effect for Executive’s benefits under this AgreementAgreement and the Employer does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code. For purposes of Code Section 409A, each payment hereunder and any installment payments shall be deemed separate payments. (iiib) Notwithstanding anything in any provision of this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service determined to be a “specified employee” for purposes of (as defined in Code Section 409A) as of the Termination Date, then the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein, to the extent applicable. All delayed commencement payments shall be accumulated and paid in a lump-sum payment as of any the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death). Any portion of the benefits hereunder that were not otherwise due to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to paid during the earlier of six (i) the expiration of the six-month 6)-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence Termination Date shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided in accordance with the payment schedule established herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties a. This Agreement is that the payments and benefits under this Agreement intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (collectively, “Section 409A”) and), accordinglyincluding the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”)possible. 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be each separate payment or installment payment provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right separate payment. Any payments to receive be made under this Agreement in connection with a series termination of separate payments and, accordingly, each employment shall only be made if such installment payment shall at all times be considered termination of employment constitutes a separate and distinct payment as permitted “separation from service” under Section 409A. Except as otherwise permitted 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 Executive on account of non-compliance with Section 409A. b. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment, he is a “specified employee,” determined in accordance with Section 409A, no payment hereunder any payments and benefits provided under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided to Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be accelerated paid in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If Executive dies before the Specified Employee Payment Date, any delayed payments shall be paid to Executive’s estate in a lump sum within one week of Executive’s death. c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. d. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 90 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified deferred unless such acceleration or deferral would not result in additional tax or interest pursuant compensation” subject to Section 409A.409A, and if such 90-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year.

Code Section 409A. (i) i. The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithcomply with this intent. (ii) . Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation Separation from service” Service with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits payable under this Agreement that constitute nonqualified deferred compensation subject to Section 409A and where the expiration of the Release consideration and revocation periods could occur in either of two calendar years, shall not be paid, or, in the case of installments, shall not commence payment, until in the 60th day following Executive’s Separation from Service later year (the “First Delayed Payment Date”). Any installment payments that would have been made to Executive during prior to the 60 day period immediately following Executive’s Separation from Service Delayed Payment Date but for the preceding sentence shall be paid to Executive on the First Delayed Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) . Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) . Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. v. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” under Section 409A, (a) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) 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. vi. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” under Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. vii. In no event whatsoever shall the Company or any Affiliate be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iiia) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a any amount or benefit that would constitute “specified employeedeferred compensation” for purposes of Section 409A409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then if and to the extent delayed commencement of any portion of the benefits necessary to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under comply with Code Section 409A: (i) if the payment or distribution of such amount or benefit is payable in a lump sum, such portion payment or distribution will be delayed until the first day following the six-month anniversary of Executive’s benefits shall not separation from service, and (ii) if the payment or distribution of such amount or benefit is payable over time, the amount that would otherwise be provided to Executive prior to the earlier of (i) the expiration of payable during the six-month period measured immediately following Executive’s separation from service will be accumulated and paid to Executive on the date first day following the six-month anniversary of Executive’s Separation separation from Service with service, whereupon the normal payment or distribution schedule will resume. In the case of any such delayed payment, the Company or shall pay interest on the deferred amount at 100% of the short-term applicable federal rate as in effect for the month in which the Date of Termination occurred (the “AFR”). (b) Notwithstanding anything in this Agreement to the contrary, if and to the extent necessary to comply with Code Section 409A: (i) for the first six months of the Welfare Benefits Continuation Period, Executive shall pay the full cost of provision of health insurance coverage provided by the Company to Executive and Executive’s dependant family members under this Agreement, (ii) on the date first day following the six-month anniversary of Executive’s death. Upon separation from service, the Company will reimburse Executive for the cost of such first business day following six-months coverage that would otherwise have been payable or otherwise contributed by the expiration Company, plus interest at the AFR, and (iii) thereafter, the Company will resume its obligations to provide such coverage for the remainder of the applicable Section 409A periodWelfare Benefits Continuation Period, all payments deferred pursuant to as provided in the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided hereinAgreement. (iv) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code Code, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) Service and, except as provided below, any such compensation or benefits described in Section 2 shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (v) Executive’s right to receive any installment payments under this Agreement Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “"Section 409A”") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s 's termination of employment shall be payable only upon Executive’s “'s "separation from service” " with the Company within the meaning of Section 409A (a “"Separation from Service”") and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s 's Separation from Service (the “"First Payment Date”"). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s 's Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s 's Separation from Service to be a “"specified employee” " for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s 's benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s 's Separation from Service with the Company or (ii) the date of Executive’s 's death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s 's estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s 's right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. ​ (ia) The intent of the parties Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iiic) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (ix) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiy) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (ivd) Executive’s right to receive any installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. (e) To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year and the amount of in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit

Code Section 409A. (i) The intent of the parties It is intended that the payments and benefits under this Agreement comply with and the Plan be designed and operated within the requirements of Code Section 409A (including any applicable exemptions). Any provision in the Plan or Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. Any provision that is required by Section 409A to appear in the Plan or Agreement that is not expressly set forth therein shall be deemed to be set forth therein, and the Plan shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Plan or Agreement to Section 409A or a Treasury Regulation Section shall be deemed to include any similar or successor provisions thereto. (a) Each Award is intended to be exempt from Code Section 409A of under the short-term deferral exception set forth in Code and Section or, in the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordinglyalternative, to comply with the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.requirements of Section 409A. (iib) Notwithstanding anything in this Agreement to the contrary, any compensation Plan or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at Participant should become subject to the time 6-month delay rule of Executive’s Separation from Service to be a “specified employee” for purposes of Treasury Regulation Section 409A1.409A-1(c)(3)(v), then to the extent delayed commencement of any portion that an Award is subject to Section 409A and the Participant is a Specified Employee (as defined below) as of the benefits date of Separation From Service (as defined below), distributions with respect to which Executive any RSUs that have been deferred until such Separation From Service (or a specified period of time following such Separation From Service) may not be made before the date that is entitled six (6) months after the date of Separation From Service or, if earlier, the date of the Participant’s death. (c) Whenever a payment or distribution under this Agreement is required in order specifies a payment or distribution period with reference to avoid a prohibited distribution under Section 409Anumber of days (e.g., such portion “payment shall be made within thirty (30) days following the date the Participant’s employment terminates”), the actual date of Executive’s benefits payment within the specified period shall not be provided to Executive prior to within the earlier of (i) the expiration sole discretion of the six-month period measured from the date of Executive’s Separation from Service with the Company Company. (d) Whenever a payment or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive distribution under this Agreement specifies a payment or distribution “as soon as practicable” following a payment or distribution event, such payment or distribution shall be paid made as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement soon as practicable after such event, but not later than the fifteenth day of the third month following the calendar year in which such event occurred, and the actual date of payment within such period shall be treated as a right to receive a series within the sole discretion of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.the Company.

Code Section 409A. (i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any no benefits deemed deferred compensation or benefits subject to Section 409A of the Code, shall be payable under pursuant to Section 7 of this Agreement upon unless Executive’s termination of employment shall be payable only upon Executive’s constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”) and, except as provided belowunder Section 12(g)(ii) of this Agreement, any such compensation or termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th sixtieth (60th) day following Executive’s Separation from Service (the “First Payment Date”)Service. Any installment payments that would have been made to Executive during the 60 sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to US-DOCS\119697752.7 Executive on the First Payment Date sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (iiiii) Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (iA) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (iiB) the date of Executive’s ’ s death. Upon the first business day following the expiration of the applicable Code Section 409A 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence this Section 12(g)(ii) shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. (iii) To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. (iv) 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 the installment payments under this Agreement shall be 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 as permitted under Section 409A. Except as otherwise permitted under Section 409Apayment. (v) To the extent applicable, no payment hereunder this Agreement shall be accelerated interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines in good faith that any compensation or deferred unless benefits payable under this Agreement may not be either exempt from or compliant with Section 409A of the Code, the Company may adopt such acceleration amendments to this Agreement or deferral would not result in additional adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (A) to preserve the intended tax treatment of the compensation and benefits payable hereunder and/or preserve the economic benefits of such compensation and benefits, and/or (B) to exempt the compensation and benefits payable hereunder from Section 409A of the Code or interest pursuant to comply with the requirements of Section 409A.409A of the Code and thereby avoid the application of penalty taxes thereunder.

Code Section 409A. The Company makes no representation or warranty to Executive or other person regarding compliance with, or exemption from, Section 409A of the Internal Revenue Code with respect to any payment or benefit provided by this Agreement. Executive agrees that he shall bear sole and exclusive responsibility for any and all federal, state, local or other tax consequences (iincluding, without limitation, any and all tax liability under Section 409A) The intent of this Agreement. Executive should consult with his own tax advisor in connection with this Agreement and its tax consequences. It is the intention of the parties is hereto that the payments and benefits under this Agreement comply with or be interpreted to be exempt from or in compliance with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance therewith. (ii) with Section 409A. Notwithstanding anything in this Agreement herein to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination if (i) at the time of employment shall be payable only upon Executive’s “separation from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the Company within the meaning other than as a result of Section 409A his death, (a “Separation from Service”ii) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes (as defined in Section 409A(a)(2)(B)(i)), (iii) one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, to and (iv) the extent delayed deferral of the commencement of any portion such payments or benefits otherwise payable hereunder as a result of the benefits to which Executive such separation of service is entitled under this Agreement is required necessary in order to avoid a prohibited distribution prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such portion of payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s benefits shall not be provided to Executive prior to separation from service with the earlier of Company (i) or the expiration earliest date as is permitted under Section 409A of the Code). Any payment deferred during such six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any on the day following such six-month period. Any remaining payments due to Executive or benefits shall be made as otherwise scheduled under this Agreement. Each payment made under this Agreement shall be paid as otherwise provided herein. (iv) Executive’s right to receive any installment payments under this Agreement shall be treated designated as a right to receive a series “separate payment” within the meaning of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Code Section 409A. (i) The intent of the parties is agree that the payments and benefits under this Agreement shall be interpreted to comply with or be exempt from Section 409A 409A, and all provisions of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to be in compliance therewith. (ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s comply with Section 409A. A termination of employment shall not be payable only deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon Executive’s or following a termination of employment unless such termination is also a “separation from service” with the Company within the meaning of Section 409A (and, for purposes of any such provision of this Agreement, references to a “Separation termination,” “termination of employment” or like terms shall mean “separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). 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 shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreementservice. (iii) Notwithstanding anything in this Agreement to the contrary, if ” If Executive is deemed by on the Company at the time date of Executive’s Separation from Service termination to be a “specified employee” for purposes within the meaning of that term under Section 409A409A(a)(2)(B), then with regard to any payment or the extent delayed commencement provision of any portion of the benefits to which Executive benefit that is entitled under this Agreement is required in order to avoid a prohibited distribution considered nonqualified deferred compensation under Section 409A, 409A payable on account of a “separation from service,” such portion of Executive’s benefits payment or benefit shall not be made or provided to Executive prior to at the date which is the earlier of (i) the expiration of the six-month six (6)-month period measured from the date of such “separation from service” of Executive’s Separation from Service with the Company or , and (ii) the date of Executive’s deathdeath (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 9.11 shall be paid (without interest) on the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant Delay Period to the preceding sentence shall be paid Executive in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments and benefits due to Executive under this Agreement shall be paid as otherwise or provided in accordance with the normal payment dates specified for them herein. (iv) . For purposes of Section 409A, Executive’s right to receive any installment payments under pursuant to this Agreement shall be treated as a right to receive a series of separate payments andand distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., accordingly, each such installment “payment shall at all times be considered a separate and distinct made within thirty (30) days following the date of termination”), the actual date of payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder within the specified period shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.within the sole discretion of Company.