Common use of Compliance with Code Section 409A Clause in Contracts

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to To the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend payment under this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise of 1986, as amended (the “Code”), (i) a termination of employment shall not be payable or distributable under deemed to have occurred for purposes of any provision of this Agreement by reason providing for the payment of Executive’s any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under within the meaning of Code Section 409A and the final regulations thereunder)and, thenfor purposes of any such provision of this Agreement, subject references to any permissible acceleration a “termination ,” “termination of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(iiemployment” or like terms shall mean “separation from service,” (ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, and (iii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or distribution the provision of such non-exempt any benefit that is considered deferred compensation will under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be delayed until made or provided at the date which is the earlier of Executive’s death or (A) the first day expiration of the seventh month following Executive’s six (6)-month period measured from the date of such “separation from service; and (ii) if the payment or distribution is payable over time, the amount ” of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and (B) the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death or death, to the first day extent required under Code Section 409A. Upon the expiration of the seventh month following Executive’s separation from serviceforegoing delay period, whereupon all payments and benefits delayed pursuant to this Section 7(j) (whether they would have otherwise been payable in a single sum or in installments in the accumulated amount will absence of such delay) shall be paid in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributed to Executive and provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)them herein.

Compliance with Code Section 409A. (a) Notwithstanding If any provision of amounts or benefits payable under this Agreement on account of Employee’s termination of employment constitute deferred compensation subject to Section 409A of the contraryInternal Revenue Code of 1986, Executive’s employment will as amended (the “Code”), no payments or benefits shall be deemed to have terminated on the date of Executive “paid or provided until Employee incurs a separation from service” (service within the meaning of Treas. Reg. Section § 1.409A-1(h) from the Company and any entity that would be considered a single employer with the Company under Code Sections 414(b) or 414(c) (“Separation from Service”)) with Company. . If, at the time of Employee’s Separation from Service, the Employee is a “specified employee” (b) It is intended that this Agreement will comply with within the meaning of Code Section 409A of and Treas. Reg. §1.409A-3(i)(2)), the Code, and Company will not pay or provide any regulations and guideline issued thereunder “Specified Benefits” (as defined herein) during the six-month period (the “Section 409A409A Suspension Period”) to beginning immediately after the extent Employee’s Separation from Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that any compensation and benefits provided hereunder constitute deferred compensation would be subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Code Section 409A in a manner that preserves penalties if the original intent of the Parties Company were to the extent reasonably possible. No action or failure to actpay them, pursuant to this Agreement, on account of the Employee’s Separation from Service. This Agreement is intended to comply with (or be exempt from) Code Section 14 409A, and the Company shall subject have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. The Company reserves the right to unilaterally amend this Agreement without the consent of the Employee in order to accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any claimother provision of this Agreement, liabilityneither the Company nor any of its employees, directors, or expense, and Company their agents shall not have any obligation to indemnify mitigate, nor to hold the Employee harmless from, any or otherwise protect Executive from the obligation to pay all taxes (including any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined imposed under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company 409A) arising under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)this Agreement.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (a) Notwithstanding including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of this Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrarycontrary herein, for purposes of determining the Executive’s entitlement to the Severance Benefits, the Executive’s employment will shall not be deemed to have terminated on unless and until the date of Executive incurs a “separation from service” (within as defined in Section 409A of the meaning Code. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. Section 1.409A-1(h§ 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)) with Company. (b) It is intended that this Agreement will ), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, and any regulations and guideline issued thereunder be made on the later of (“Section 409A”x) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend date specified by the foregoing provisions of this Agreement as necessary to comply with Section 409A in a manner or (y) the date that preserves is six (6) months after the original intent date of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and or, if earlier, the final regulations thereunder), then, subject to any permissible acceleration date of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right death). Any installment payments that are delayed pursuant to receive payment or distribution of such nonthis Section 11 shall be accumulated and paid in a lump-exempt deferred compensation will be delayed until the earlier of Executive’s death or sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive’s separation from service; and death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (ii) if the payment “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or distribution is payable over time(iii) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the amount two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such non-exempt Severance Payments from treatment as deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day under Section 409A of the seventh month following Executive’s separation from service, whereupon Code. Each installment of the accumulated amount will Severance Benefits shall be paid deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or distributed to Executive and the normal payment or distribution schedule any of its Affiliates be liable for any remaining payments additional tax, interest or distributions will resume. This penalties that may be imposed on the Executive under Section 14(d) should not be construed to prevent 409A of the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (Code or any portion thereof)damages for failing to comply with Section 409A of the Code.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executive’s separation from service will be accumulated, accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. 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) Notwithstanding any provision the gross income inclusion set forth within Section 409A(a)(1)(A) of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. Code or (b) It is intended the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. The severance payments payable to the Executive pursuant to this Agreement will comply with shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) and, to the extent applicable, the exemption in Treasury Regulation Section 1.409A-1(b)(9)(iii). However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A of the Code, and any regulations and guideline issued thereunder (if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A”409A(a)(2)(B)(i) of the Code, then to the extent that delayed commencement of any compensation and portion of the benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend which the Executive is entitled under this Agreement as necessary is required in order to comply with avoid a prohibited payment under Section 409A in a manner that preserves the original intent 409A(a)(2)(B)(i) of the Parties Code, such portion of the Executive’s termination benefits shall not be provided to the extent reasonably possibleExecutive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. No action or failure to actUpon the earlier of such dates, all payments deferred pursuant to this Section 14 22 shall subject be paid in a lump sum to the Executive. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from in accordance with the obligation to pay any taxes pursuant to terms of Section 409A of the Code. Code and applicable guidance thereunder (cincluding without limitation Treasury Regulation Section 1.409A-1(i) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or and any successor provisionprovision thereto), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for . For purposes of Section 409A of the Code would otherwise (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that the Executive may be payable or distributable eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. In-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Reimbursement requests must be timely submitted by reason the Executive and, if timely submitted, reimbursement payments shall be made to the Executive as soon as administratively practicable following such submission in accordance with the Company’s policies regarding reimbursements, but in no event later than the last day of Executive’s separation from service during a period taxable year following the taxable year in which the expense was incurred. In no event shall the Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject be entitled to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if reimbursement payments after the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier last day of Executive’s death or taxable year following the first day of taxable year in which the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resumeexpense was incurred. This Section 14(d) should not be construed 22 shall only apply to prevent in-kind benefits and reimbursements that would result in taxable compensation income to the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)Executive.

Compliance with Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (a) Notwithstanding including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of this Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrarycontrary herein, for purposes of determining the Executive’s 's entitlement to the Severance Benefits, the Executive's employment will shall not be deemed to have terminated on unless and until the date of Executive “incurs a "separation from service” (within " as defined in Section 409A of the meaning Code. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a "separation from service" for purposes of the rules under Treas. Reg. Section 1.409A-1(h§ 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)) with Company. (b) It is intended that this Agreement will ), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, and any regulations and guideline issued thereunder be made on the later of (“Section 409A”x) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend date specified by the foregoing provisions of this Agreement as necessary to comply with Section 409A in a manner or (y) the date that preserves is six (6) months after the original intent date of the Parties to Executive's separation from service (or, if earlier, the extent reasonably possibledate of the Executive's death). No action or failure to act, Any installment payments that are delayed pursuant to this Section 14 11 shall subject Company to any claim, liability, or expense, be accumulated and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment paid in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute nonlump-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive’s separation from service; and 's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the "short-term deferral exception" set forth in Treas. Reg. § l.409A-l(b)(4), (ii) if the payment "two times severance exception" set forth in Treas. Reg. § l.409A-1(b)(9)(iii), or distribution is payable over time(iii) the "limited payments exception" set forth in Treas. Reg. § 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the amount two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such non-exempt Severance Payments from treatment as deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day under Section 409A of the seventh month following Executive’s separation from service, whereupon Code. Each installment of the accumulated amount will Severance Benefits shall be paid deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or distributed to Executive and the normal payment or distribution schedule any of its Affiliates be liable for any remaining payments additional tax, interest or distributions will resume. This penalties that may be imposed on the Executive under Section 14(d) should not be construed to prevent 409A of the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (Code or any portion thereof)damages for failing to comply with Section 409A of the Code.

Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement shall comply with Section 409A. The Agreement shall at all times be interpreted and construed in a manner to comply with Section 409A (a) Notwithstanding including compliance with any applicable exemptions from Section 409A). Further, in the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board, nor its or their designees or agents shall be liable to the Executive or any other person for actions, decisions or determinations made in good faith. Without limiting the effect of the foregoing, the following provisions shall apply notwithstanding any other provision of this in the Agreement to the contrary: (a) Any cash incentive compensation due under this Agreement (including but not limited to any incentive compensation payable pursuant to Section 4(b) herein), shall be made no later than the later of (i) March 15th of the year following the end of the Executive’s employment will be deemed 's first taxable year in which the amount is no longer subject to have terminated on a substantial risk of forfeiture, or (ii) March 15th of the year following the end of the Company's first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or otherwise in accordance with the requirements of the 'short-term deferral' exemption under Section 409A. Notwithstanding the foregoing, the Company may make payments after the end of the applicable 2½-month period referenced above if (A) it was administratively impractical to make the payment by the end of the applicable 2½-month period, and, as of the date upon which the legally binding right to compensation arose, such impracticality was unforeseeable, or (B) making the payment by the end of Executive “separation from service” (within the meaning applicable 2½-month period would have jeopardized the ability of Treas. Reg. Section 1.409A-1(h)) with Companythe Company to continue as a going concern, and provided further that the payment is made as soon as administratively practicable or as soon as the payment would no longer have such effect. (b) It In the event that the Company (or a successor thereto) has any stock that is intended that this Agreement will comply with Section 409A of publicly traded on an established securities market or otherwise and the Code, and any regulations and guideline issued thereunder Executive is determined to be a “specified employee” (“as defined under Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be that is payable or distributable under this Agreement by reason of Executive’s separation from service during a the six-month period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the immediately following Executive’s right to receive payment or distribution of such non-exempt deferred compensation separation from service will be delayed until the earlier of Executive’s death accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service; and service (iior, if Executive dies during such period, within 30 days after Executive’s death) if the payment or distribution is payable over time(in either case, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the “Required Delay Period”). The normal payment or distribution schedule for any remaining payments or distributions will resumeresume at the end of the Required Delay Period. (d) All expenses eligible for reimbursements under this Agreement (including but not limited to any reimbursements provided for under Section 4(c), Section 5(c) and Section 7 herein) must be incurred by the Executive during the term of this Agreement (or, with respect to attorneys' fees eligible for reimbursement under Section 8 herein, such fees must be incurred on or before final judgment in any proceeding contemplated by Section 8) to be eligible for reimbursement. This Section 14(d) should The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be construed paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the Executive's taxable year following the taxable year in which the expense was incurred. No right to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) reimbursement is subject to amounts payable hereunder (liquidation or any portion thereof)exchange for other benefits.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executive’s right to receive normal payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; anddates specified for them herein. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).

Compliance with Code Section 409A. (a) Notwithstanding If any provision of this Agreement payment, compensation or other benefit provided to the contraryExecutive in connection with his employment termination is determined, Executive’s employment will be deemed in whole or in part, to have terminated on the date of Executive constitute “separation from servicenonqualified deferred compensation” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder Code (“Section 409A”) and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the termination date (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the extent Executive during the period between the termination date and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that any compensation remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. (b) The parties acknowledge and benefits provided hereunder constitute deferred compensation agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary 409A are intended to comply with Section 409A 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in a manner that preserves the original intent of the Parties good faith any such benefit or payment (including, without limitation, as to the extent reasonably possible. No action timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or failure (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to act, the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the terms of this Section 14 shall subject Company to any claim, liability, or expenseAgreement, and Company provided further, that any deferral of payments or other benefits shall not have any obligation be only for such time period as may be required to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to comply with Section 409A of the Code.409A. (c) For purposes of the application Agreement, a termination of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments employment will be deemed a separate paymentdetermined consistent with the rules relating to “separation from service” under Section 409A and the regulations thereunder. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit The parties agree that would constitute non-exempt “deferred compensation” for purposes of Section 409A all of the Code would otherwise be payable or distributable payments set forth in Section 5(c) qualify for the short term deferral exemption under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s 's “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” 's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.”

Compliance with Code Section 409A. (a) Notwithstanding If any provision of amounts or benefits payable under this Agreement on account of Employee’s termination of employment constitute deferred compensation subject to Section 409A of the contraryCode, Executive’s employment will no payments or benefits shall be deemed to have terminated on the date of Executive “paid or provided until Employee incurs a separation from service” (service within the meaning of Treas. Reg. Section § 1.409A-1(h) from the Company and any entity that would be considered a single employer with the Company under Code Sections 414(b) or 414(c) (“Separation from Service”)) with Company. . If, at the time of Employee’s Separation from Service, the Employee is a “specified employee” (b) It is intended that this Agreement will comply with within the meaning of Code Section 409A of and Treas. Reg. §1.409A-3(i)(2)), the Code, and Company will not pay or provide any regulations and guideline issued thereunder “Specified Benefits” (as defined herein) during the six-month period (the “Section 409A409A Suspension Period”) to beginning immediately after the extent Employee’s Separation from Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that any compensation and benefits provided hereunder constitute deferred compensation would be subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Code Section 409A in a manner that preserves penalties if the original intent of the Parties Company were to the extent reasonably possible. No action or failure to actpay them, pursuant to this Agreement, on account of the Employee’s Separation from Service. This Agreement is intended to comply with (or be exempt from) Code Section 14 409A, and the Company shall subject have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. The Company reserves the right to unilaterally amend this Agreement without the consent of the Employee in order to accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any claimother provision of this Agreement, liabilityneither the Company nor any of its employees, directors, or expense, and Company their agents shall not have any obligation to indemnify mitigate, nor to hold the Employee harmless from, any or otherwise protect Executive from the obligation to pay all taxes (including any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined imposed under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company 409A) arising under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)this Agreement.

Compliance with Code Section 409A. This Agreement is intended, and shall be construed and interpreted, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) Notwithstanding and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code Section 409A. For purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary termination shall be excludible from the requirements of Code Section 409A, either as separation pay or as short-term deferrals to the maximum possible extent. Any reference to the Employee’s “termination” or “termination of employment” shall mean the Employee’s “separation from service” as defined in Code Section 409A from the Company and all entities with whom the Company would be treated as a single employer for purposes of Code Section 409A. Nothing herein shall be construed as a guarantee of any particular tax treatment to Employee and the Company shall have no liability to the Employee with respect to any penalties that might be imposed on the Employee by Code Section 409A for any failure of this Agreement or otherwise. In the event that the Employee is a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to the contrarythis Agreement constitutes deferred compensation under Code Section 409A, Executive’s employment will then no such payment or benefit shall be deemed to have terminated on made before the date of Executive that is six months after the Employee’s “separation from service” (within as described in Code Section 409A) (or, if earlier, the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A date of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intentEmployee’s death). The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each Any payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement delayed by reason of Executive’s separation from service during the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in which Executive is a “specified Executive” (as defined under Code Section 409A and order to catch up to the final regulations thereunder), then, subject to any permissible acceleration of original payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)schedule.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this This Agreement is intended, and shall be construed and interpreted, to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with or be exempt from Section 409A of the Code, and any regulations and guideline issued thereunder Internal Revenue Code (“‘‘Section 409A”’’) and, if necessary, any provision shall be held null and void to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary such provision (or part thereof) fails to comply with Section 409A in a manner that preserves or the original intent of the Parties to the extent reasonably possibleTreasury Regulations thereunder. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision)Section 409A, each payment in a series of payments will compensation under this Agreement shall be deemed treated as a separate payment. (d) payment of compensation. Any amounts payable solely on account of an involuntary termination shall be excludable from the requirements of Section 409A, either as separation pay or as short-term deferrals to the maximum possible extent. Notwithstanding anything in this Agreement to the contrary, if any reimbursements or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirements that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or benefit in-kind benefits provided, during any taxable year of Employee may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee, (c) the reimbursement of an eligible expense will be made no later than the last day of Employee's taxable year following the year in which the expense is incurred, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Nothing contained herein shall be constructed as the guarantee of any particular tax treatment to Employee, and the Company shall have no liability with respect to my failure to comply with the requirements of Section 409A. The parties acknowledge that would constitute non-exempt “deferred compensation” Employee is retiring at the request of the Company and that the retirement will be treated as an involuntary termination for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Employment Agreement is intended to be interpreted and operated so that this Agreement will the payments and benefits set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with Section 409A the requirements of such provision; provided, however, that in no event shall the Code, and any regulations and guideline issued thereunder (“Section 409A”) Company be liable to the extent that Executive for or with respect to any compensation and benefits provided hereunder constitute deferred compensation subject taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner Executive hereby acknowledges and agrees that preserves the original intent of the Parties no representations have been made to the extent reasonably possible. No action or failure Executive relating to act, the tax treatment of any payment pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereundercorresponding provisions of any applicable state income tax laws. Specifically, the parties agree as follows: (a) Each severance payment shall be treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and no severance payment shall be paid later than the last day of the second taxable year of the Executive following the taxable year of the Executive’s “separation from service” as defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that any severance payment constitutes a “deferral of compensation” subject to Code Section 409A (a “409A Payment”), then, subject (A) in the event that a termination of Executive’s employment does not constitute a Separation From Service, such 409A Payment shall begin at such time as the Executive has otherwise experienced such a Separation from Service, and the date of such Separation from Service shall be deemed to any permissible acceleration be his Termination Date for purposes of payment by Company under Section 5 hereof, and (B) if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, six (6) months after the Executive’s right to receive payment Separation from Service; or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount date of such non-exempt deferred compensation his death. The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six months immediately (6) month period or following the date of the Executive’s separation from service will be accumulateddeath, whichever is earlier, and the Executivebalance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. (b) With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s right policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to receive payment or distribution Code Section 409A (as determined by the Company in its sole discretion), each of such accumulated amount will the following shall apply: (1) no reimbursement of expenses incurred by Executive during any taxable year shall be delayed until made after the earlier of Executive’s death or the first last day of the seventh month following taxable year of Executive’s separation from service, whereupon (2) the accumulated amount will of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be paid or distributed provided, to Executive in any other taxable year, and (3) the normal payment right to reimbursement of such expenses or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should in-kind benefits shall not be construed subject to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (liquidation or any portion thereof)exchange for another benefit.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended The Parties intend that this Agreement and the payments made hereunder will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liabilityexempt from, or expensecomply with, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Internal Revenue Code would otherwise of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), and this Agreement will be payable interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for avoiding taxes or distributable penalties under Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement by reason that constitute "deferred compensation" within the meaning of Executive’s Section 409A will not commence in connection with Employee's termination of employment unless and until Employee has also incurred a "separation from service during a period service" (as such term is defined in which Executive Treasury Regulation Section 1.409A-1(h)), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. The Parties intend that each installment of any separation benefits provided for in this Agreement is a “specified Executive” separate "payment" for purposes of Section 409A. For the avoidance of doubt, the Parties intend that the separation benefits provided in Section 8(a) (as defined the "Separation Benefits") herein satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Code Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9). However, if the Company determines that the Separation Benefits constitute "deferred compensation" under Section 409A and Employee is, as of the final regulations thereunder)separation from service, a "specified employee" of the Company or any successor entity thereto, as such term is defined in Section 409A, then, subject solely to any permissible acceleration the extent necessary to avoid the incurrence of payment by Company the adverse personal tax consequences to Employee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order)409A, (j)(4)(iii) (conflicts the timing of interest), or (j)(4)(vi) (the payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation Separation Benefits will be delayed until the earlier of Executive’s death or to occur of: (i) the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution date that is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first one day of the seventh month following Executive’s after Employee's separation from service, whereupon or (ii) the accumulated amount will be paid or distributed to Executive date of Employee's death (such applicable date, the "Specified Employee Initial Payment Date"), and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder Company (or any portion thereof)the successor entity thereto, as applicable) will (A) pay to Employee a lump sum amount equal to the sum of the Separation Benefits that Employee would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Separation Benefits had not been so delayed pursuant to this Section 10, and (B) commence paying the balance of the Separation Benefits in accordance with the applicable payment schedules set forth in this Agreement.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason (including, without limitation, for purposes of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Treasury Regulation Section 409A and the final regulations thereunder1.409A-2(b)(2)(iii)), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment or distribution under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such non-exempt deferred compensation will payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be delayed until provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day of following the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount expiration of such non-exempt applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred compensation that would otherwise pursuant to this paragraph shall be payable during the six months immediately following paid in a lump sum to Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments due shall be paid as otherwise provided in this Agreement or distributions will resumein the applicable agreement. This Section 14(d) should not No interest shall be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or due on any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executive’s separation from service will be accumulated, accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) 19.1 Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with the payments and benefits set forth herein shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code, and any regulations and guideline issued thereunder (“Section 409A”) or shall comply with the requirements of such provision; provided, however, that in no event shall the Company be liable to the CEO for or with respect to any taxes, penalties or interest which may be imposed upon the CEO pursuant to Code Section 409A. With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other expenses) and/or in-kind benefits, in each case, that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. This Agreement 409A (as determined by the Company in its sole discretion), each of the following shall apply: (1) no reimbursement of expenses incurred by the CEO during any taxable year shall be interpreted on made after the last day of the following taxable year of the CEO, (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a basis consistent with this intenttaxable year of the CEO shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to the CEO in any other taxable year, and (3) the right to reimbursement of such expenses or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner CEO hereby agrees that preserves the original intent of the Parties no representations have been made to the extent reasonably possible. No action or failure CEO relating to act, the tax treatment of any payment pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable state income tax laws.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive’s right , Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns ▇▇▇▇▇ shall pay Executive an amount equal to receive payment or distribution the amount of such non-exempt deferred compensation will be delayed until premiums paid by Executive during the earlier Delay Period within ten (10) days after the conclusion of Executive’s death or the first day of the seventh month following Executive’s separation from service; andsuch Delay Period. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if Penns ▇▇▇▇▇ determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1 (h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive’s right , Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns ▇▇▇▇▇ or JSSB shall pay Executive an amount equal to receive payment or distribution the amount of such non-exempt deferred compensation will be delayed until premiums paid by Executive during the earlier Delay Period within ten (10) days after the conclusion of Executive’s death or the first day of the seventh month following Executive’s separation from service; andsuch Delay Period. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that compensation paid and benefits delivered to Executive pursuant to this Agreement will comply with or otherwise shall be either paid in compliance with, or exempt from, Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any the regulations and guideline issued promulgated thereunder (collectively, “Section 409A”) so as not to subject Executive to payment of interest or any tax under Section 409A, and this Agreement shall be construed, interpreted and administered accordingly. In the event this Agreement or any compensation paid or benefits delivered to Executive hereunder or otherwise is deemed to be subject to Section 409A, the Company shall adopt such conforming amendments as the Company deems necessary, in its sole and absolute discretion, to comply with Section 409A and avoid the imposition of taxes under Section 409A. However, in no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Executive by Section 409A or for any damages for failing to comply with Section 409A, except to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject the Company refuses to Section 409A. This amend the terms of this Agreement as reasonably required to comply with 409A after written notice from Executive. Each payment to Executive made pursuant to this Agreement shall be interpreted on considered a basis consistent with this intent. The Parties will negotiate separate payment and not one of a series of payments for purposes of Section 409A. If, upon Executive’s separation from service within the meaning of Section 409A, Executive is then a “specified employee” (as defined in good faith Section 409A), then solely to amend this Agreement as the extent necessary to comply with Section 409A in a manner that preserves and avoid the original intent imposition of taxes under Section 409A, the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant defer payment of “nonqualified deferred compensation” subject to Section 409A that is payable as a result of the Code. and within six (c6) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable months following such separation from service under this Agreement by reason until the earlier of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if ten (10) days after the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier Company receives written confirmation of Executive’s death or (ii) the first business day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of . Any such non-exempt deferred compensation that would otherwise delayed payments shall be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)made without interest.

Compliance with Code Section 409A. (a) Notwithstanding any provision A. It is the intention of H▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Code Section 409A of 409A, the Code, and any Treasury regulations and guideline other guidance promulgated or issued thereunder (collectively for purposes of this paragraph “22”, “Section 409A”) to the extent that any compensation the requirements of Section 409A are applicable thereto, and benefits provided hereunder constitute deferred compensation subject after application of all available exemptions, including but not limited to Section 409A. This the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be interpreted on construed in a basis manner consistent with that intention. If any provision of this intent. The Parties will negotiate Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, H▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith to amend this Agreement as necessary reform such provision to comply with Section 409A in a manner that preserves 409A; provided that, to the maximum extent practicable, the original intent and economic benefit to the Executive and H▇▇▇▇▇ of the Parties to the extent reasonably possible. No action or failure to actapplicable provision shall be maintained, pursuant to this Section 14 but H▇▇▇▇▇ shall subject Company to any claim, liability, or expense, and Company shall not have any no obligation to make any changes that could create any additional economic cost or loss of benefit to H▇▇▇▇▇. Notwithstanding the preceding, H▇▇▇▇▇ shall indemnify or otherwise protect the Executive with respect to tax obligations that result from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of Section 409A with respect to the payments will be deemed a separate payment. (d) Notwithstanding anything in and/or benefits provided under this Agreement to the contraryextent such tax obligations arise from the fact that the Employment Agreement did not reflect certain provisions of the First Amendment to the Amended and Restated Employment Agreement that were intended to be carried over without change. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither H▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that would constitute non-exempt “deferred compensation” for purposes of is subject to Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period 409A, except in which Executive is a “specified Executive” (as defined under Code compliance with Section 409A and the final regulations thereunderprovisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment”, or like terms shall mean “Separation from Service”. F. If the Executive is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by H▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with regard to any payment or the providing of any benefit subject to this Agreement and to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), then, subject and any other payment or the provision of any other benefit that is required to any permissible acceleration of payment by Company under Treas. Reg. be delayed in compliance with Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), (j)(4)(iii) (conflicts such payment or benefit shall not be made or provided prior to the earlier of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of H▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “8” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Code Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “22.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by H▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. ​ (a) Notwithstanding any provision of this This Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will to comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any regulations all Treasury Regulations and guideline issued guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder. (b) To the extent that any compensation and reimbursements or other in-kind benefits provided hereunder under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (i) all reimbursement of expenses hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action liquidation or failure to actexchange for another benefit, pursuant to this Section 14 shall subject Company to any claimand (iii) no such reimbursement, liabilityexpenses eligible for reimbursement, or expensein-kind benefits to be provided, and Company in any taxable year shall not have in any obligation way affect the expenses eligible for reimbursement, or in-kind benefits to indemnify or otherwise protect Executive from the obligation to pay be provided, in any taxes pursuant to Section 409A of the Codeother taxable year. (c) For purposes of the application Code Section 409A (including, without limitation, for purposes of Treas. Reg. § 1.409A-1(b)(4)(or any successor provisionTreasury Regulation Section 1.409A-2(b)(2)(iii)), each payment the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments will and, accordingly, each installment payment shall at all times be deemed considered a separate and distinct payment.. ​ (d) Notwithstanding anything any provisions to the contrary in this Agreement Agreement, if Executive is deemed on the date of termination to be a “specified executive” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes earliest of Section 409A (i) the expiration of six (6) month period measured from the Code would otherwise be payable or distributable under this Agreement by reason date of Executive’s “separation from service during a period in which Executive is a “specified Executiveservice” (as such term is defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order409A), (j)(4)(iiiB) (conflicts the date of interest)Executive’s death, or (j)(4)(viC) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (payment the “Delay Period”). Upon expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this Section (iwhether they would have otherwise been payable in a single sum or in installments in absence of such delay) if the payment or distribution is payable shall be reimbursed to Executive in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will any remaining payments and benefits due under this Agreement shall be paid or distributed to Executive and provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).​

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to U.S. Federal income tax on any amount or benefit that would constitute non-exempt part of the payment of the RSUs and the Award is subject to Section 409A, then the RSUs shall be subject to the following provisions of this Section 9. If the Employee is a “deferred compensationspecified employee” for purposes within the meaning of Section 409A 409A, any payment of RSUs under Section 8 of this Agreement above that is on account of the Code would otherwise be payable or distributable under this Agreement by reason of ExecutiveEmployee’s separation from service during a period in which Executive and is a “specified Executive” (scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or soon as reasonably practicable after the first day of the seventh month following Executive’s separation from service; and (ii) if beginning after the payment or distribution is payable over time, date of the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following ExecutiveEmployee’s separation from service will be accumulatedor, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to receive cash amounts equal to dividends on Common Stock pursuant to Section 4of this Agreement, and such amounts shall be paid to the Executive’s right to receive payment or distribution Employee as such dividends are paid. In the event of such accumulated amount will be delayed until the earlier of Executive’s death or the first day a “Change in Control” under section 6(b) of the seventh month following Executive’s Plan that is not also a “change in control event” within the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control as provided by section 6(a) of the Plan, and shall instead be paid at the time the RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, whereupon within the accumulated amount will meaning of Section 409A, with the Company and all of its Affiliates treated as a single employer under Section 409A. This Agreement shall be paid or distributed to Executive construed in a manner consistent with Section 409A. For purposes of Section 409A, the payment of dividend equivalents under Section 4 of this Agreement shall be construed as earnings and the normal time and form of payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not of such dividend equivalents shall be construed to prevent treated separately from the application time and form of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)payment of the underlying RSUs.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if (a) Executive is a specified employee as of the date of his separation from service and (b) any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under service, then to the extent necessary to comply with Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): 409A: (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and , and (ii) if the payment payment, distribution or distribution benefit is payable or provided over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during the six months (6) month period immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount or benefit will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be service and paid or distributed to Executive provided on the earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments payments, distributions or distributions benefits will resumecommence. This For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 14(d409A and applicable regulations, and Executive shall be a “specified employee” during the twelve (12) should not be construed month period beginning April 1 each year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the December 31 immediately preceding his separation from service. Notwithstanding anything herein, the parties desire that this agreement is meant and constructed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)comply with Section 409A in its entirety.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason (including, without limitation, for purposes of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Treasury Regulation Section 409A and the final regulations thereunder1.409A-2(b)(2)(iii)), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment or distribution under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such non-exempt deferred compensation will payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be delayed until provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day of following the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount expiration of such non-exempt applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred compensation that would otherwise pursuant to this paragraph shall be payable during the six months immediately following paid in a lump sum to Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments due shall be paid as otherwise provided in this Agreement or distributions will resumein the applicable agreement. This Section 14(d) should not No interest shall be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or due on any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement All Awards granted under the Plan are intended to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, Code and any the Treasury regulations and guideline guidance issued thereunder (“"Section 409A”") and that the Plan be interpreted and operated consistent with such requirements of Section 409A in order to avoid the application of additive income taxes under Section 409A ("409A Penalties"). To the extent that an Award is subject to Section 409A, except as the Grantee and Company may otherwise determine in writing, all Awards shall be created in a manner that will meet the requirements of Section 409A, such that the Grantees of such Awards are not subject to the 409A Penalties. (b) To extent that a Grantee would otherwise be entitled to any payment under the Plan that (i) constitutes "deferred compensation" subject to Section 409A, (ii) is payable on account of the Grantee's "separation from service" (within the meaning of Section 409A), and (iii) that if paid during the six months beginning on the date of the Grantee's termination of employment would be subject the 409A Penalties because the Grantee is a "specified employee" of the Company (within the meaning of Section 409A and as determined from time to time by the Plan Committee), the payment will be paid to the Grantee on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of the Company (within the meaning of Section 409A) or the Grantee's death. (c) Notwithstanding any provision of the Plan to the contrary, the Plan shall not be amended in any manner that would cause (i) the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A, to the extent applicable, or (ii) any amounts or benefits payable hereunder that any compensation and benefits provided hereunder constitute deferred compensation are not subject to Section 409A. This Agreement 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be interpreted on a basis consistent of no force or effect with this intent. The Parties will negotiate respect to the Plan. (d) Notwithstanding any other provision in good faith the Plan, the Board, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend this Agreement as necessary or modify the Plan or any Award granted thereunder to comply reflect the intention that the Plan (and any Award) qualifies for exemption from or complies with Section 409A in a manner that preserves as closely as practicable achieves the original intent of the Parties Plan and with the least reduction, if any, in overall benefit to the extent reasonably possible. No action or failure Grantee to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to comply with Section 409A on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A; provided, however, that neither the Company, the Board, nor any of their officers or individual directors make any representation that the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or Plan or any successor provision), each payment in a series of payments will Award shall be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount exempt from or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code comply with Section 409A and make no undertaking to preclude Section 409A from applying to the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (Plan or any portion thereof)Award.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, the Executive’s employment will be deemed to have terminated on the date of the Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which Executive he is a “specified Executiveemployee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following the Executive’s separation from service will be accumulated, accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to the Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision a. It is intended that each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A. b. Notwithstanding anything to the contrarycontrary herein, Executive’s employment will be deemed to have terminated if the Company determines (i) that on the date of Executive Executive’s “separation from service” (within the meaning of Treas. Reg. Section as such term is defined under Treasury Regulation 1.409A-1(h)) with Company. (b) It is intended or at such other time that this Agreement will comply with Section 409A of the CodeCompany determines to be relevant, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A and if provided at the final regulations thereunder)time otherwise required under this Agreement, then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of then such non-exempt deferred compensation will payments shall be delayed until the earlier date that is six (6) months after the date of Executive’s death or “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 13(b) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service; and” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. It is intended that Agreement shall comply with the provisions of Code Section 409A so as not to subject Executive to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions. c. Notwithstanding anything herein to the contrary, a termination of Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “termination date,” or similar terms shall mean “separation from service.” d. For the avoidance of doubt, the Company shall pay any amounts that are due under this Agreement following Executive’s termination of employment, death, Disability or other event within the periods of time that are specified in this Agreement, provided, however, that the Company, in its sole and absolute discretion, shall determine the date or dates on which any such payment shall be made during such specified period. e. By accepting this Agreement, Executive hereby agrees and acknowledges that neither the Company nor its Subsidiaries make any representations with respect to the application of Code Section 409A to any tax, economic or legal consequences of any payments payable to Executive hereunder. Further, by the acceptance of this Agreement, Executive acknowledges that (i) Executive has obtained independent tax advice regarding the application of Code Section 409A to the payments due to Executive hereunder, (ii) if Executive retains full responsibility for the payment potential application of Code Section 409A to the tax and legal consequences of payments payable to Executive hereunder and (iii) the Company shall not indemnify or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day compensate Executive for any liability incurred as a result of the seventh month following Executive’s separation from servicefailure of this Agreement to comply, whereupon in form or operation, with the accumulated amount will requirements of Code Section 409A. The parties agree to cooperate in good faith to amend such documents and to take such actions as may be paid necessary or distributed appropriate to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This comply with Code Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. The Employment Agreement is hereby amended to add the following additional provision entitled “Compliance With Code Section 409A.” (a) Notwithstanding any provision All payments of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from servicenonqualified deferred compensation” (within the meaning of TreasCode Section 409A) are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. RegNeither party individually or in combination may accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that the Executive is determined to be a “key employee” (as defined and determined under Code Section 409A) of Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable following termination of employment or Change in Control, to the extent required under Code Section 409A, shall be made no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) the Executive’s death. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum on the first day of the month following the end of such required delay period in order to catch up to the original payment schedule. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 1.409A-1(h)) with Company.409A. (b) It is intended that this Agreement will comply with Section 409A Unless otherwise expressly provided, any payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) compensation by Company to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to actExecutive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Code Section 14 shall subject Company to any claim, liability, or expense, and Company 409A). Such amounts shall not have any obligation be subject to indemnify or otherwise protect Executive from the obligation requirements of subsection (a) above applicable to pay any taxes pursuant to Section 409A of the Code“nonqualified deferred compensation.” (c) For Section (a) above shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Executive’s annualized compensation from the Company for the calendar year immediately preceding the calendar year during which the Date of Termination occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code (the maximum amount of compensation that may be taken into account for purposes of a tax-qualified retirement plan) for the application calendar year during which the Date of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate paymentTermination occurs. (d) All benefit plans, programs and policies sponsored by the Company shall comply with all requirements of Code Section 409A or be structured so as to be exempt from the application of Code Section 409A. In particular, all taxable expense reimbursement payments and in kind benefits provided to the Executive shall be structured in compliance with Code Section 409A and reimbursements shall be paid by the Company to the Executive by no later than the end of the calendar year following the calendar year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period. (e) Notwithstanding anything in this Agreement to the contrary, if to the extent that any amount payment or benefit that would constitute constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code 409A, and such payment or benefit would otherwise be payable or distributable under this Agreement hereunder by reason of ExecutiveEmployee’s separation from service during a period in which Executive is termination of employment, all references to Employee’s termination of employment shall be construed to mean a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated,” as defined in Treasury Regulation Section 1.409A-1(h), and the Executive’s right Employee shall not be considered to receive payment or distribution have a termination of employment unless such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s termination constitutes a “separation from service, whereupon the accumulated amount will be paid or distributed ” with respect to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)Employee.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii), (e) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s separation Separation from service during a period in which Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (as defined ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. The Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) Notwithstanding any provision It is the intention of the Bank and the Officer that the payments, benefits and rights to which the Officer could be entitled pursuant to this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Code Section 409A of 409A, the Code, and any Treasury regulations and guideline other guidance promulgated or issued thereunder (collectively, “Section 409A”) to the extent that any compensation the requirements of Section 409A are applicable thereto, and benefits provided hereunder constitute deferred compensation subject after application of all available exemptions, including but not limited to Section 409A. This the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be interpreted on construed in a basis manner consistent with that intention. If any provision of this intent. The Parties will negotiate Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Officer to incur any additional tax or interest under Section 409A, the Bank shall, upon the specific request of the Officer, use its reasonable business efforts to in good faith to amend this Agreement as necessary reform such provision to comply with Section 409A in a manner that preserves 409A; provided that, to the maximum extent practicable, the original intent and economic benefit to the Officer and the Bank of the Parties applicable provision shall be maintained, but the Bank shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Bank. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. (b) For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Officer is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent reasonably possible. No action or failure permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A a series of the Codeseparate payments. (c) For purposes Neither the Bank nor the Officer, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Officer shall be made or begin, as applicable, in the second of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate paymentcalendar years. (d) Notwithstanding anything in this Agreement If and to the contraryextent required to comply with Section 409A, if any amount or benefit that would constitute non-exempt “deferred compensation” a termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to “termination, ” “termination of employment”, or like terms shall mean “Separation from Service. “ (e) If the Code would otherwise Officer is deemed on the date of termination of his employment to be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee,” (as defined within the meaning of that term under Code Section 409A 409A(a)(2)(B) and using the final regulations thereunderidentification methodology selected by the Bank from time to time, or if none, the default methodology under Section 409A, then with regard to any payment or the providing of any benefit subject to this Agreement and to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), then, subject and any other payment or the provision of any other benefit that is required to any permissible acceleration of payment by Company under Treas. Reg. be delayed in compliance with Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), (j)(4)(iii) (conflicts such payment or benefit shall not be made or provided prior to the earlier of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment expiration of the six-month period measured from the date of the Officer’s Separation from Service or distribution is (ii) the date of the Officer’s death. Any payments delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Officer in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will any remaining payments and benefits due under this Agreement shall be paid or distributed to Executive and provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Officer is a “specified employee” shall be made by the Bank in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(ii), (e) or distributable under this Agreement by reason (f) constitutes a “deferral of Executive’s separation compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Employee's Separation from service during a period in which Executive Service, the Employee is a “specified Executiveemployee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Employee earlier than the earlier of (as defined i) six (6) months after the Employee's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Employee's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. The Employee hereby acknowledges that she has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. The Employee hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereundercorresponding provisions of any applicable State income tax laws.(j), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason (including, without limitation, for purposes of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunderTreasury Regulation Section 1. 409A-2(b)(2)(iii)), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment or distribution under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such non-exempt deferred compensation will payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be delayed until provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day of following the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount expiration of such non-exempt applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred compensation that would otherwise pursuant to this paragraph shall be payable during the six months immediately following paid in a lump sum to Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments due shall be paid as otherwise provided in this Agreement or distributions will resumein the applicable agreement. This Section 14(d) should not No interest shall be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or due on any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.

Compliance with Code Section 409A. (a) Notwithstanding If any provision of amounts or benefits payable under this Agreement on account of Employee’s termination of employment constitute deferred compensation subject to Section 409A of the contraryCode, Executive’s employment will no payments or benefits shall be deemed to have terminated on the date of Executive “paid or provided until Employee incurs a separation from service” (service within the meaning of Treas. Reg. Section § 1.409A-1(h) from the Company and any entity that would be considered a single employer with the Company under Code Sections 414(b) or 414(c) (“Separation from Service”)) with Company. . If, at the time of Employee’s Separation from Service, the Employee is a “specified employee” (b) It is intended that this Agreement will comply with within the meaning of Code Section 409A of and Treas. Reg. §1.409A-3(i)(2)), the Code, and Company will not pay or provide any regulations and guideline issued thereunder “Specified Benefits” (as defined herein) during the six-month period (the “Section 409A409A Suspension Period”) to beginning immediately after the extent Employee’s Separation from Service. For purposes of this Agreement, “Specified Benefits” are any amounts or benefits that any compensation and benefits provided hereunder constitute deferred compensation would be subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Code Section 409A in a manner that preserves penalties if the original intent of the Parties Company were to the extent reasonably possible. No action or failure to actpay them, pursuant to this Agreement, on account of the Employee’s Separation from Service. The Employee’s right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. This Agreement is intended to comply with (or be exempt from) Code Section 14 409A, and the Company shall subject have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or otherwise conforms them to) the requirements of Code Section 409A. If, for any reason including imprecision in drafting, the Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, the provision shall be considered ambiguous and shall be interpreted by the Company in a fashion consistent herewith, as determined in the sole and absolute discretion of the Company. The Company reserves the right to unilaterally amend this Agreement without the consent of the Employee in order to accurately reflect its correct interpretation and operation, as well as to maintain an exemption from or compliance with Code Section 409A. Nevertheless, and notwithstanding any claimother provision of this Agreement, liabilityneither the Company nor any of its employees, directors, or expense, and Company their agents shall not have any obligation to indemnify mitigate, nor to hold the Employee harmless from, any or otherwise protect Executive from the obligation to pay all taxes (including any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined imposed under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company 409A) arising under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)this Agreement.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), 4(d)(i), 4(d)(iii) or distributable under this Agreement by reason 4(f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (ii) the date of Executive’s death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, Employment Agreement – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Paragraph 4. To the extent any 409A Payment is conditioned on the Executive (or Executive’s legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which Executive’s Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A1(b)(4), 1.409A1(b)(5) and 1.409A1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason (including, without limitation, for purposes of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Treasury Regulation Section 409A and the final regulations thereunder1.409A2(b)(2)(iii)), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether Severance Benefits, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment or distribution under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such non-exempt deferred compensation will payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be delayed until provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day of following the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount expiration of such non-exempt applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred compensation that would otherwise pursuant to this paragraph shall be payable during the six months immediately following paid in a lump sum to Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments due shall be paid as otherwise provided in this Agreement or distributions will resumein the applicable agreement. This Section 14(d) should not No interest shall be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or due on any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s 's “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” 's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. A. It is the intention of ▇▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 22, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, ▇▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and ▇▇▇▇▇▇ of the applicable provision shall be maintained, but ▇▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither ▇▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. Notwithstanding anything in paragraph “7” above, if the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination”, “termination of employment” or like terms shall mean “Separation from Service”. F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from service” (specified employee”, within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by ▇▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six (6) month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or (iii) in the case of Life Insurance Policy Payments, the year payment would have occurred if Executive had not terminated. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “22.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by ▇▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (ai) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Code Section 409A and applicable advice and regulations issued thereunder. (ii) Notwithstanding any provision of anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment will be deemed to have terminated on the date meet any description or definition of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with in Section 409A of the Code, Code and any applicable regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company without giving effect to any claim, liabilityelective provisions that may be available under such definition), or expense, and Company shall not have any obligation to indemnify (ii) the payment or otherwise protect Executive distribution of such amount or benefit would be exempt from the obligation to pay any taxes pursuant to application of Section 409A of the CodeCode by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or such later date as may be required by subsection (iii) below. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (diii) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive he is a “specified Executive” Specified Employee (as defined under in Code Section 409A and the final regulations issued thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (iA) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (iiB) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executive’s separation from service will be accumulated, accumulated and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive on such date and the normal payment or distribution schedule for any remaining payments or distributions will resume.” 7. This The following sentence shall be added to the end of Section 14(d) should 12: “The amount of fees and expenses advanced or reimbursed by the Company under this Section 12 in any one calendar year shall not affect the amount advanced or reimbursable in any other calendar year, and the advancement or reimbursement of an eligible expense shall be made within 30 days after delivery of Executive’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in any event no later than December 31 of the year after the year in which the expense was incurred. Executive’s rights pursuant to this Section 12 shall expire at the end of ten years after the date of Executive’s termination of employment and shall not be construed subject to prevent liquidation or exchange for another benefit.” 8. All provisions of the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)Agreement not hereby amended, are hereby ratified and confirmed and shall continue in full force and effect.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Employment Agreement is intended to be interpreted and operated so that this Agreement will the payments and benefits set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with Section 409A the requirements of such provision; provided, however, that in no event shall the Code, and any regulations and guideline issued thereunder (“Section 409A”) Company be liable to the extent that Executive for or with respect to any compensation and benefits provided hereunder constitute deferred compensation subject taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner Executive hereby acknowledges and agrees that preserves the original intent of the Parties no representations have been made to the extent reasonably possible. No action or failure Executive relating to act, the tax treatment of any payment pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereundercorresponding provisions of any applicable state income tax laws. Specifically, the parties agree as follows: (a) Each severance payment shall be treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and no severance payment shall be paid later than the last day of the second taxable year of the Executive following the taxable year of the Executive’s “separation from service” as defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that any severance payment constitutes a “deferral of compensation” subject to Code Section 409A (a “409A Payment”), then, subject (A) in the event that a termination of Executive’s employment does not constitute a Separation From Service, such 409A Payment shall begin at such time as the Executive has otherwise experienced such a Separation from Service, and the date of such Separation from Service shall be deemed to any permissible acceleration be his Termination Date for purposes of payment by Company under Section 5 hereof, and (B) if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, six (6) months after the Executive’s right to receive payment Separation from Service; or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount date of such non-exempt deferred compensation his death. The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first Business Day following the end of the six months immediately (6) month period or following the date of the Executive’s separation from service will be accumulateddeath, whichever is earlier, and the Executivebalance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. (b) With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s right policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to receive payment or distribution Code Section 409A (as determined by the Company in its sole discretion), each of such accumulated amount will the following shall (1) no reimbursement of expenses incurred by Executive during any taxable year shall be delayed until made after the earlier of Executive’s death or the first last day of the seventh month following taxable year of Executive’s separation from service, whereupon (2) the accumulated amount will of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be paid or distributed provided, to Executive in any other taxable year, and (3) the normal payment right to reimbursement of such expenses or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should in-kind benefits shall not be construed subject to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (liquidation or any portion thereof)exchange for another benefit.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. A. It is the intention of H▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 16, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, H▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and H▇▇▇▇▇ of the applicable provision shall be maintained, but H▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to H▇▇▇▇▇. H▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither H▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.”. F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by H▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of H▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by H▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision It is the intent of the parties that the payment of all amounts under this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation shall either qualify for exemption from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will or comply with the requirements of Code Section 409A of the Code409A, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall ambiguities herein will be interpreted on a basis consistent with this intentto so comply. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” the Executive is a "specified employee" for purposes of Code Section 409A at the time of the a "termination of employment" (as determined in accordance with regulations issued pursuant to Code would otherwise be payable or distributable under this Agreement Section 409A), payments made by reason of such termination of employment shall, to the extent such payments are considered to be "deferred compensation" (within the meaning of Treasury Regulation Section l.409A-l(b)(l)), be made within ten (10) days after the end of the six-month period beginning on the date of the Executive’s 's separation from service during a period in which Executive is a “specified Executive” (as defined under Section 409A) or, if earlier, the appointment of the personal representative or executor of the Executive's estate upon his death, to the extent the delay contemplated by the foregoing is required to avoid a prohibited distribution under Code Section 409A and 409A(a)(2). To the final regulations thereunder), then, subject to extent that any permissible acceleration amount of any payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment that would otherwise be made upon termination of employment taxes): is delayed as provided in this Section 11, (i) if upon payment such amount shall include interest at the payment or distribution is payable in a lump sum, applicable federal rate as determined pursuant to Code Section 1274(d) from the Executive’s right to receive payment or distribution date of such non-exempt deferred compensation will be delayed until termination of employment through the earlier date of Executive’s death or the first day of the seventh month following Executive’s separation from servicepayment; and and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (all or any portion thereof)of such amount is not paid as provided in this Section 11 and the Executive brings suit or otherwise takes action to recover such amount or enforce the provisions of this Agreement, the Executive shall be reimbursed by the Company for any reasonable attorneys' fees incurred in connection with such suit or action.

Compliance with Code Section 409A. (a) A. Notwithstanding any provision of this Agreement to the contrary, Executivethe Executive Vice President’s employment will be deemed to have terminated on the date of the Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Companythe Corporation. (b) B. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 18 shall subject Company the Corporation to any claim, liability, or expense, and Company the Corporation shall not have any obligation to indemnify or otherwise protect the Executive Vice President from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) D. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executivethe Executive Vice President’s separation from service during a period in which Executive he is a “specified Executiveemployee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the ExecutiveExecutive Vice President’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executivethe Executive Vice President’s death or the first day of the seventh month following Executivethe Executive Vice President’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executivethe Executive Vice President’s separation from service will be accumulated, accumulated and the ExecutiveExecutive Vice President’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executivethe Executive Vice President’s death or the first day of the seventh month following Executivethe Executive Vice President’s separation from service, whereupon the accumulated amount will be paid or distributed to the Executive Vice President and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d18(D) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, (i) if on the Termination Date Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the payment or provision of benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company or Executive’s earlier death (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be deemed restructured, to have terminated on the date extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. For purposes of Executive Section 409A of the Code, each payment made under this Agreement shall be designated as a “separation from serviceseparate payment” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with the Section 409A of the Code, and any regulations and guideline issued thereunder (references herein to Executive’s “Section 409A”) termination of employment” shall refer to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period with the Company within the meaning of Section 409A. The Company shall consult with Executive in which Executive is a “specified Executive” (as defined under Code Section 409A and good faith regarding the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day implementation of the seventh month following Executive’s separation from serviceprovisions of this Section 4(g); and (ii) if provided that neither the payment Company nor any of its employees or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed representatives shall have any liability to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (with respect thereto or any portion thereof).tax imposed under Section 409A.

Compliance with Code Section 409A. Paragraph 4.16(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following language: (a) Notwithstanding It is the intent of the parties that this Agreement be interpreted and administered in compliance with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent applicable. In this connection, the Company shall have authority to take any action, or refrain from taking any action, with respect to this Agreement that is reasonably necessary to ensure compliance with Code section 409A (provided that the Company shall choose the action that best preserves the value of the payments and benefits provided to the Executive under this Agreement), and the parties agree that this Agreement shall be interpreted in a manner that is consistent with Code section 409A. In furtherance, but not in limitation of the foregoing: (a) in the event that Executive is a “specified employee” within the meaning of Code section 409A, payments which constitute a “deferral of compensation” under Code section 409A and which would otherwise become due during the first six (6) months following Executive’s termination of employment shall be delayed and all such delayed payments shall be paid in full in the seventh (7th) month after the Executive’s termination of employment, and all subsequent payments shall be paid in accordance with their original payment schedule, provided that the above delay shall not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement to the contraryAgreement, a termination of Executive’s employment will hereunder, which results in the payment of compensation and/or benefits, shall mean, and be deemed to have terminated on the date of Executive interpreted consistent with, a “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, Code section 409A; and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes with respect to the reimbursement of the application of Treas. Reg. § 1.409A-1(b)(4)(or fees and expenses provided for herein (or in any successor provisionagreements or arrangements contemplated herein), each payment in a series of including payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement made pursuant to indemnification provisions, and tax gross-up payments, the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): following shall apply: (i) if the payment or distribution unless a specific time period during which such expense reimbursements and tax gross-up payments may be incurred is payable in a lump sumprovided for herein, the such time period shall be deemed to be Executive’s lifetime; (ii) the amount of expenses eligible for reimbursement hereunder in any particular year shall not affect the expenses eligible for reimbursement in any other year; (iii) the right to receive reimbursement of expenses shall not be subject to liquidation or exchange for any other benefit; and (iv) the reimbursement of an eligible expense or a tax gross-up payment shall be made on or distribution of such non-exempt deferred compensation will be delayed until before the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, calendar year in which the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death expense was incurred or the first day of tax was remitted, as the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)case may be.”

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(ii), (e) or distributable under this Agreement by reason (f) constitutes a “deferral of Executive’s separation compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Employee's Separation from service during a period in which Executive Service, the Employee is a “specified Executiveemployee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Employee earlier than the earlier of (as defined i) six (6) months after the Employee's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Employee's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. The Employee hereby acknowledges that she has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. The Employee hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) A. Notwithstanding any provision of this Agreement to the contrary, Executivethe Executive Chairman’s employment will be deemed to have terminated on the date of the Executive Chairman’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Companythe Corporation. (b) B. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 18 shall subject Company the Corporation to any claim, liability, or expense, and Company the Corporation shall not have any obligation to indemnify or otherwise protect the Executive Chairman from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) D. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executivethe Executive Chairman’s separation from service during a period in which Executive he is a “specified Executiveemployee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the ExecutiveExecutive Chairman’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executivethe Executive Chairman’s death or the first day of the seventh month following Executivethe Executive Chairman’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executivethe Executive Chairman’s separation from service will be accumulated, accumulated and the ExecutiveExecutive Chairman’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executivethe Executive Chairman’s death or the first day of the seventh month following Executivethe Executive Chairman’s separation from service, whereupon the accumulated amount will be paid or distributed to the Executive Chairman and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d18(D) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise be or shall comply with the requirements of such provision. To the extent that any amount payable pursuant to Sections 4(b), 4(d)(i), 4(d)(ii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A of the Code (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one (1) lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A of the Code to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulatedapplicable State tax law, and that the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until tax laws make the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and not the normal payment or distribution schedule Company responsible for any remaining payments or distributions will resume. This penalties and interest that may be imposed in the event Code Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)409A is violated.

Compliance with Code Section 409A. This Agreement is intended, and shall be construed and interpreted, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (athe "Code") Notwithstanding and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Code Section 409A. For purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary termination shall be excludible from the requirements of Code Section 409A, either as separation pay or as short-term deferrals to the maximum possible extent. Any reference to the Employee's "termination" or "termination of employment" shall mean the Employee's "separation from service" as defined in Code Section 409A from the Company and all entities with whom the Company would be treated as a single employer for purposes of Code Section 409A. Nothing herein shall be construed as a guarantee of any particular tax treatment to Employee and the Company shall have no liability to the Employee with respect to any penalties that might be imposed on the Employee by Code Section 409A for any failure of this Agreement or otherwise. In the event that the Employee is a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to the contrarythis Agreement constitutes deferred compensation under Code Section 409A, Executive’s employment will then no such payment or benefit shall be deemed to have terminated on made before the date of Executive that is six months after the Employee’s “separation from service” (within (as described in Code Section 409A) (or, if earlier, the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A date of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intentEmployee’s death). The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each Any payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement delayed by reason of Executive’s separation from service during the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in which Executive is a “specified Executive” (as defined under Code Section 409A and order to catch up to the final regulations thereunder), then, subject to any permissible acceleration of original payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)schedule.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (ii) the date of Executive’s death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or Executive’s legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which Executive’s Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that Executive has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) a. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h1.409A 1(h)) with Company. (b) b. It is intended that this Agreement will comply with or be exempt from Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code.409A. (c) c. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) d. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii1.409A 3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) i. if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) . if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. 8 Confidential This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or (f) constitutes a "deferral of compensation" subject to Section 409A (a "409A Payment"), then, if on the date of the Executive's "separation from service,'' as such term is defined in Treas. Reg. Section l.409A-l(h)(l), from the Company (his "Separation from Service"), the Executive is a "specified employee," as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after Employment Agreement - ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - EXECUTION COPY - July 2019 the Executive's Separation from Service; or (ii) the date of his death, The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or distributable following the date of the Executive's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4, To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement by reason shall be treated as a right to a series of Executive’s separation from service during separate payments, The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a period tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law, Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in which the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive is a “specified Executive” (as defined relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. A. It is the intention of H▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 13, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, H▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and H▇▇▇▇▇ of the applicable provision shall be maintained, but H▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to H▇▇▇▇▇. H▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither H▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.” F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by H▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of H▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of her death, all payments delayed pursuant to this paragraph “13.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by H▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. ​ (a) Notwithstanding any provision of this This Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will to comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any regulations all Treasury Regulations and guideline issued guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder. (b) To the extent that any compensation and reimbursements or other in-kind benefits provided hereunder under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (i) all reimbursement of expenses hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action liquidation or failure to actexchange for another benefit, pursuant to this Section 14 shall subject Company to any claimand (iii) no such reimbursement, liabilityexpenses eligible for reimbursement, or expensein-kind benefits to be provided, and Company in any taxable year shall not have in any obligation way affect the expenses eligible for reimbursement, or in-kind benefits to indemnify or otherwise protect Executive from the obligation to pay be provided, in any taxes pursuant to Section 409A of the Codeother taxable year. (c) For purposes of the application Code Section 409A (including, without limitation, for purposes of Treas. Reg. § 1.409A-1(b)(4)(or any successor provisionTreasury Regulation Section 1.409A-2(b)(2)(iii)), each payment the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments will and, accordingly, each installment payment shall at all times be deemed considered a separate and distinct payment.. ​ (d) Notwithstanding anything any provisions to the contrary in this Agreement Agreement, if Executive is deemed on the date of termination to be a “specified executive” within the meaning of that term under Code Section ​ 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes earliest of Section 409A (i) the expiration of six (6) month period measured from the Code would otherwise be payable or distributable under this Agreement by reason date of Executive’s “separation from service during a period in which Executive is a “specified Executiveservice” (as such term is defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order409A), (j)(4)(iiiB) (conflicts the date of interest)Executive’s death, or (j)(4)(viC) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (payment the “Delay Period”). Upon expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this Section (iwhether they would have otherwise been payable in a single sum or in installments in absence of such delay) if the payment or distribution is payable shall be reimbursed to Executive in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will any remaining payments and benefits due under this Agreement shall be paid or distributed to Executive and provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).​

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will it is the intent of the parties hereto that this Agreement shall not create or provide for any "nonqualified deferred compensation plan" (as defined in Code Section 409A(d)(1)) unless such "nonqualified deferred compensation plan" shall meet the requirements of Code Section 409A(a)(2), (3) and (4), and this Agreement and any plans, agreements or arrangements between the parties shall be interpreted accordingly. If any "nonqualified deferred compensation plan" created or provided for pursuant to this Agreement shall fail to meet the requirements of Code Section 409A(a)(2), (3) or (4) due to a term or provision of such "nonqualified deferred compensation plan" prior to taking into account the provisions of this paragraph 24, such "nonqualified deferred compensation plan" and its corresponding terms or provisions causing such failure shall be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, be modified and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent (1) so as not to allow any distributions or payments to be made until one of the events listed in Code Section 409A(a)(2)(A) have occurred, (2) so as not to allow any acceleration of the time or schedule of any payment or distribution in accordance with this intentCode Section 409A(a)(3), and (3) so that any elections regarding deferrals, or the timing or form of distributions or payments, shall comply with the provisions of Code Section 409A(a)(4). The Parties will negotiate in good faith to amend For example, should this Agreement as necessary to comply with provide for a payment from a "nonqualified deferred compensation plan" earlier than the occurrence of an event listed in Code Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act409A(a)(2)(A), pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company such payment shall not have occur until the occurrence of an event listed in Code Section 409A(a)(2)(A) notwithstanding any obligation to indemnify terms or otherwise protect Executive from the obligation to pay provisions of any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement document effectuating such "nonqualified deferred compensation plan" to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under and this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject shall be deemed to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)modified accordingly.

Compliance with Code Section 409A. A. It is the intention of H▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this section 15, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, H▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and H▇▇▇▇▇ of the applicable provision shall be maintained, but H▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to H▇▇▇▇▇. H▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither H▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.” F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by H▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of H▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “15.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by H▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to To the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend payment under this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise of 1986, as amended (the “Code”), (i) a termination of employment shall not be payable or distributable under deemed to have occurred for purposes of any provision of this Agreement by reason providing for the payment of Executive’s any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under within the meaning of Code Section 409A and the final regulations thereunder)and, thenfor purposes of any such provision of this Agreement, subject references to any permissible acceleration a “termination ,” “termination of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(iiemployment” or like terms shall mean “separation from service,” (ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, and (iii) if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or distribution the provision of such non-exempt any benefit that is considered deferred compensation will under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be delayed until made or provided at the date which is the earlier of Executive’s death or (A) the first day expiration of the seventh month following Executive’s six (6)-month period measured from the date of such “separation from service; and (ii) if the payment or distribution is payable over time, the amount ” of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and (B) the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death or death, to the first day extent required under Code Section 409A. Upon the expiration of the seventh month following Executive’s separation from serviceforegoing delay period, whereupon all payments and benefits delayed pursuant to this Section 7(i) (whether they would have otherwise been payable in a single sum or in installments in the accumulated amount will absence of such delay) shall be paid in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or distributed to Executive and provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)them herein.

Compliance with Code Section 409A. (a) Notwithstanding any provision The Company makes no representations or warranties regarding the tax implications of this Agreement the compensation and benefits to be paid to the contraryEmployee under this Agreement, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable administrative guidance and regulations and guideline issued thereunder (“Section 409A”) ). It is the intention of the parties hereto that payments under this Agreement be interpreted to be exempt from or in compliance with Section 409A and accordingly, to the maximum extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This permitted, this Agreement shall be interpreted on a basis consistent to be exempt from or in compliance with this intent. The Parties will negotiate in good faith Section 409A. To the extent any payments of money or other benefits due to amend the Employee under this Agreement could cause the application of an acceleration or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax. To the extent any payments of money or other benefits due to the Employee under this Agreement could cause the application of an acceleration or additional tax under Section 409A, any references in this Agreement to the separation of the Employee’s employment shall mean his separation from service within the meaning of Section 409A. With respect to any payments due to the Employee as a result of the separation of his employment, if necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense409A, and Company shall not have any obligation if the Employee is deemed on the date of separation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee” (within the meaning of that term under Section 409A, such payments shall be made as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): follows: (i) if no payments shall be made for a six-month period following the payment or distribution is date of separation and (ii) an amount equal to the aggregate sum that would have been otherwise payable during the initial six-months period shall be paid in a lump sum, sum six (6) months plus one (1) day following the Executive’s right to receive payment or distribution date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)separation.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive’s right , Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns ▇▇▇▇▇ or JSSB shall pay Executive an amount equal to receive payment or distribution the amount of such non-exempt deferred compensation will be delayed until premiums paid by Executive during the earlier Delay Period within ten (10) days after the conclusion of Executive’s death or the first day of the seventh month following Executive’s separation from service; andsuch Delay Period. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or (f) constitutes a "deferral of compensation" subject to Section 409A (a "409A Payment"), then, if on the date of the Executive's "separation from service," as such term is defined in Treas. Reg. Section l.409A-l(h)(l), from the Company (his "Separation from Service"), the Executive is a "specified employee," as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive's Separation from Service; or (ii) the date of Executive's death. The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or distributable following the date of the Executive's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or Executive's legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which Executive's Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement by reason shall be treated as a right to a series of Executive’s separation from service during separate payments. The Executive hereby acknowledges that Executive has been advised to seek and has sought the advice of a period tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in which the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive is a “specified Executive” (as defined relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all amounts payable under this Agreement are either exempt from or comply with Code Section 409A and all regulations, guidance and other interpretive authority issued thereunder. The provisions of this Agreement will comply with be construed and interpreted to avoid the imputation of any additional tax, penalty or interest under Code Section 409A of the Code, and any regulations and guideline issued thereunder yet preserve (“Section 409A”) to the greatest extent reasonably possible) the intended benefit payable to the Executive. All terms of this Agreement that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall are undefined or ambiguous must be interpreted on in a basis manner that is consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as Code Section 409A if necessary to comply with Code Section 409A 409A. (b) Notwithstanding any other provision in this Agreement, to the extent any amounts payable under this Agreement (i) are subject to Code Section 409A, and (ii) the time or form of payment of those amounts would not be in compliance with Code Section 409A, then, to the extent possible, payment of those amounts will be made at such time and in such a manner that preserves payment will be in compliance with Code Section 409A. If the original intent time or form of payment cannot be modified in such a way as to be in compliance with Code Section 409A, then the Parties to payment will be made as otherwise provided in this Agreement, disregarding the extent reasonably possible. No action or failure to act, pursuant to provisions of this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the CodeSection. (c) For purposes of To the application of Treas. Reg. § 1.409A-1(b)(4)(or extent any successor provision)reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, each payment in a series of such reimbursements and in-kind benefit payments will be deemed a separate paymentmade in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). (d) Notwithstanding anything in this Agreement The Executive acknowledges and agrees that the Company has made no representation to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A Executive as to the tax treatment of the Code would otherwise be payable or distributable compensation and benefits provided under this Agreement by reason of Executive’s separation from service during a period in which and that the Executive is a “specified Executive” (as defined solely responsible for all taxes due with respect to any such compensation and benefits. The Company will not be liable to the Executive or any beneficiary with respect to any adverse tax consequences arising under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day other provision of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)Code.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive’s right , Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns ▇▇▇▇▇ or JSSB shall pay Executive an amount equal to receive payment or distribution the amount of such non-exempt deferred compensation will be delayed until premiums paid by Executive during the earlier Delay Period within ten (10) days after the conclusion of Executive’s death or the first day of the seventh month following Executive’s separation from service; andsuch Delay Period. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to this Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(b) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. A. It is the intention of ▇▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 16, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, ▇▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and ▇▇▇▇▇▇ of the applicable provision shall be maintained, but ▇▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither ▇▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.”. F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by ▇▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of ▇▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by ▇▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. ▇. ▇▇ is the intention of ▇▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 16, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would ​ ​ cause the Executive to incur any additional tax or interest under Section 409A, ▇▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and ▇▇▇▇▇▇ of the applicable provision shall be maintained, but Hudson shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to Hudson. ▇▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither ▇▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.” ​ ​ F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by ▇▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of Hudson and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by ▇▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A. ​

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, the Executive’s employment will be deemed to have terminated on the date of Executive the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h1.409A‑1(h)) with the Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or 1.409A‑1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service during a period in which the Executive is a “specified Executiveexecutive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii1.409A‑3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first (1st) day of the seventh (7th) month following the Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six (6) months immediately following the Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Executive’s death or the first (1st) day of the seventh (7th) month following the Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to the Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or 1.409A‑1(b)(9)(iii) (or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision It is the intention of the Company and Executive that the provisions of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation are exempt from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and any the Treasury regulations and guideline other guidance promulgated or issued thereunder (“Section 409A”) pursuant to available exemptions under Section 409A, including but not limited to the extent that any compensation “short-term deferral exception” and benefits provided hereunder constitute deferred compensation subject to Section 409A. This the “involuntary separation pay plan exception”, and the provisions of this Agreement shall be interpreted on construed in a basis manner consistent with this intentthat intention. The Parties will negotiate in good faith to amend this Change of Control Agreement as necessary (July 2012) – ▇▇▇▇▇ Bates8 (b) To the extent any payment herein is required to comply with Section 409A in and is payable on a manner termination of employment, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for such payment unless such termination is also a “separation from service” (excluding death) within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service” (excluding death). If Executive is deemed on the date of termination to be a “specified employee,” within the meaning of that preserves the original intent term under Section 409A(a)(2)(B) of the Parties Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or the providing of any benefit made under this Agreement, to the extent reasonably possible. No action or failure required to act, pursuant to this be delayed in compliance with Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A 409A(a)(2)(B) of the Code. (c, and any other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision)Code, each such payment in a series of payments will or benefit shall not be deemed a separate payment. (d) Notwithstanding anything in this Agreement made or provided prior to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes earlier of Section 409A (i) the expiration of the Code would otherwise be payable or distributable under this Agreement by reason six-month period measured from the date of Executive’s “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(viii) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier date of Executive’s death or death. On the first day of the seventh month following the date of Executive’s “separation from service; and (ii) ,” or if earlier, on the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death death, all payments delayed pursuant to this subparagraph and Section 409A (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)dates specified herein.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or (f) constitutes a "deferral of compensation" subject to Section 409A (a "409A Payment"), then, if on the date of the Executive's "separation from service," as such term is defined in Treas. Reg. Section l.409A­ l(h)(l), from the Company (his "Separation from Service"), the Executive is a "specified employee," as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive's Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or distributable following the date of the Executive's death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement by reason shall be treated as a right to a series of Executive’s separation from service during separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a period tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in which the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive is a “specified Executive” (as defined relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections l.409A-l(b)(4), l.409A-l(b)(5) and l.409A-l(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable (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 by reason (whether Severance Payments, expense reimbursements or otherwise) will be treated as a right to receive a series of Executive’s separation from service during separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a period separate and distinct payment. Notwithstanding any provision to the contrary in which this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified Executiveemployee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as defined a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A and of the final regulations thereunder)Code, then, subject such payments will not be provided to any permissible acceleration Executive prior to the earliest of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment expiration of the six (6)-month period measured from the date of Executive's Separation From Service with the Company, (ii) the date of Executive's death or distribution is payable (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph will be paid in a lump sum, the sum to Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount any remaining payments due will be paid as otherwise provided in this Agreement or distributed to Executive and in the normal payment or distribution schedule for applicable agreement. No interest will be due on any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.

Compliance with Code Section 409A. (a) Notwithstanding any provision All payments of shares provided for in this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant subject to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas7. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything contained in this Agreement to the contrary, if to the extent that the Company determines, in its sole discretion, that any amount or benefit that delivery of shares with respect to Vested RSUs would constitute non-exempt be subject to the additional “deferred compensationexcise” for purposes of tax imposed under Section 409A 409A(a)(1)(B) of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), successor or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sumcomparable provision, the Executive’s right to receive payment or distribution delivery of such non-exempt deferred compensation will shares shall be delayed until the earlier of Executive(i) the date that is six (6) months following the termination of Employee’s employment with the Company (“6-Month Waiting Period”), or (ii) the date of Employee’s death or (such date referred to herein as the first day “Distribution Date”), provided that, if at such time Employee is a “specified employee” of the seventh month following Executive’s Company (as defined in Treasury Regulation Section 1.409A-1(i)) and if amounts payable under this Agreement are in connection with an “involuntary separation from service; and ” (ii) if the payment or distribution is payable over timeas defined in Treasury Regulation Section 1.409A-1(m)), the amount of such non-exempt deferred compensation that would otherwise be payable Employee shall receive shares during the six months 6-Month Waiting Period, equal to the lesser of (x) the number of shares corresponding to Vested RSUs deliverable to Employee hereunder, or (y) two times the compensation limit then in effect under Code Section 401(a)(17) for the calendar year in which the Termination Date occurs (with any shares otherwise deliverable but delayed pursuant to this section to be delivered to Employee immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day upon expiration of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume6-Month Waiting Period. This Section 14(d) should Shares delivered in settlement of RSUs shall not be construed deemed to prevent be a “deferral of compensation” subject to Section 409A to the application extent such delivery satisfies the exceptions in Treasury Regulation Sections 1.409A-1(b)(4)(“short-term deferrals”) and (b)(9) (“separation pay plans”, including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)Treasury Regulation Section 1.409A-1 through A-6.

Compliance with Code Section 409A. The parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Internal Revenue Code of 1986, as amended (a) the “Code”). Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, : (a) if at the time Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Codehereunder terminates, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee,” (as defined under Code in Treasury Regulation Section 409A 1.409A-1(i) and determined using the final regulations thereunder), then, subject identification methodology selected by the Company from time to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest)time, or (j)(4)(vi) (payment if none, the default methodology, any and all amounts payable under this Agreement on account of such termination of employment taxes): that would (ibut for this provision) if be payable within six (6) months following the payment or distribution is payable date of termination, shall instead be paid in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or sum on the first day of the seventh month following the date on which Executive’s employment terminates or, if earlier, upon Executive’s death, except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5); and (iii) other amounts or benefits that are not subject to the requirements of Code Section 409A; (b) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service; ,” as defined in Treasury Regulation Section 1.409A-1(h) after giving effect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to a "terminate," “termination,” “termination of employment” and like terms shall mean separation from service; (c) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; (d) with regard to any provision in this Agreement, including, without limitation, Section 2 hereof, that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a "deferral of compensation," within the meaning of Treasury Regulation Section 1.409A-1(b), (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) if the payment or distribution is payable over time, the amount of such nonexpenses eligible for reimbursement, or in-exempt deferred compensation that would otherwise kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be payable during the six months immediately following Executive’s separation from service will be accumulatedprovided, in any other taxable year, and (iii) such payments shall be made on or before the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier last day of Executive’s death or taxable year following the first day of taxable year in which the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)expense occurred.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise be or shall comply with the requirements of such provision. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A­1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409‑1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. To the extent any 409A Payment is conditioned on the Executive (or his legal representative) executing a release of claims, which 409A Payment would be made in a later taxable year of the Executive than the taxable year in which his Separation from Service occurs if such release were executed and delivered and became irrevocable at the last possible date allowed under this Agreement, such 409A Payment will be paid no earlier than such later taxable year. In applying Section 409A to compensation paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as defined a right to a series of separate payments. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulatedapplicable State tax law, and that the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until tax laws make the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and not the normal payment or distribution schedule Company responsible for any remaining payments or distributions will resume. This penalties and interest that may be imposed in the event Code Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)409A is violated.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s (i) if at the time of the Participant's termination of employment will be deemed with the Company and its Affiliates the Participant is a "specified employee" as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with prevent any accelerated or additional tax under Section 409A of the Code, and then the Company will defer the commencement of the payment of any regulations and guideline issued thereunder such payments or benefits hereunder (“Section 409A”) without any reduction in such payments or benefits ultimately paid or provided to the extent Participant) until the date that any compensation is six months and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent one day following the Participant's termination of employment with this intent. The Parties will negotiate in good faith to amend this Agreement the Company and its Affiliates (or the earliest date as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to is permitted under Section 409A of the Code. ) and (cii) For purposes of if any other payments or other benefits due to the Participant hereunder could cause the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount an accelerated or benefit that would constitute non-exempt “deferred compensation” for purposes of additional tax under Section 409A of the Code would Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be payable restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or distributable under additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 6(h) in good faith; provided that neither the Company, the Committee nor any of the Company's employees, directors or representatives shall have any liability to the Participant with respect to this Section 6(h). In consideration of the payment by AXIS Specialty U.S. Services, Inc. (the “Company”) to or for the benefit of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the payments and benefits set forth in that certain Employment Agreement by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Executive”) and the Company dated _______________________ (“Employment Agreement”), and in compliance with the terms of the Employment Agreement, Executive hereby makes and delivers to the Company this General Release and Waiver (“Release”) as set forth herein: Executive voluntarily, knowingly and willingly on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally release the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective owners, assigns, agents, directors, partners, officers, employees, consultants, shareholders, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, which he or his heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) against the Company or any of the other Company Releasees by reason of any matter, cause or thing whatsoever arising on or before the date this General Release and Waiver is executed by Executive’s separation from service during a period . In addition, this Release includes, without limitation, any rights or claims relating in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject any way to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of and all employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to relationships between Executive and the normal payment Company or distribution schedule any of the Company Releasees, or the termination thereof, arising under the Employment Act 2000 of Bermuda, the Human Rights Act 1981 of Bermuda, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, The Employee Retirement Income Security Act of 1974 ("ERISA") (except for any remaining payments or distributions will resume. This vested benefits under any tax qualified benefit plan), The Immigration Reform and Control Act, The Americans with Disabilities Act of 1990, The Age Discrimination in Employment Act of 1967 (“ADEA”), The Workers Adjustment and Retraining Notification Act, The Fair Credit Reporting Act, New York State Human Rights Law, New York Human Rights Law, New York Rights of Persons With Disabilities, New York Confidentiality of Records of Genetic Tests, New York Whistleblower Law, New York Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim, New York Adoptive Parents’ Child Care Leave Law, New York Smokers’ Rights Law, New York Equal Pay Law, New York AIDS Testing Confidentiality Act, New York Nondiscrimination Against Genetic Disorders Law, New York Bone Marrow Leave Law, New York Equal Rights Law, New York Confidentiality of Records of Genetic Tests, New York Executive Law Section 14(d) should not be construed to prevent 290 et seq., The New York State Labor Relations Act, the application general regulations of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)the New York State Division of Human Rights, The New York Labor Law, The New York Wage Hour and Wage Payment Laws, The New York Minimum Wage Law, as amended, The New York City Administrative Code, New York State Public Employee Safety and Health Act, New York Executive Law §290 et seq., the New York City Charter and Administrative Code, New York Labor Law §740 et seq., the New York Legal Activities Law, New York Labor Law §201-d, the New York occupational safety and health laws, the New Jersey Law Against Discrimination - N.J.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement by reason (whether severance benefits, expense reimbursements or otherwise) shall be treated as a right to receive a series of Executive’s separate payments and, accordingly, each installment payment under this Agreement shall at all times be considered a separate and distinct payment. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement 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 during a period in which Executive is a “specified Executiveservice” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation from Service”). Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of this Agreement), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A and of the final regulations thereunder)Code, then, subject such payments shall not be provided to any permissible acceleration Employee prior to the earliest of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sumexpiration of the six (6)-month period measured from the date of Employee’s Separation From Service with the Company, (ii) the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided in this Agreement or in the applicable agreement. No interest shall be due on any amounts so deferred. 7. Except as herein modified and amended, all the terms and conditions of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulatedEmployment Agreement shall remain in full force and effect, and the Executive’s execution of this Amendment shall in no event be deemed to constitute a waiver of any right or claim of any of the parties hereto under, or by virtue of, the Employment Agreement, except as otherwise specifically set forth herein. This Amendment and the Employment Agreement constitute the full and entire understanding and agreement between the parties with regard to receive payment or distribution the subject matter hereof and thereof. 8. This Agreement is executed by the parties in the State of Texas and shall be interpreted in accordance with the laws of such accumulated amount will State (except their provisions governing the choice of law). 9. This Amendment may be delayed until the earlier executed in one or more counterparts, all of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will which shall be paid or distributed to Executive considered one and the normal payment or distribution schedule same agreement. A facsimile shall be deemed an original for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)all purposes.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive’s right , Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and Penns ▇▇▇▇▇ or JSSB shall pay Executive an amount equal to receive payment or distribution the amount of such non-exempt deferred compensation will be delayed until premiums paid by Executive during the earlier Delay Period within ten (10) days after the conclusion of Executive’s death or the first day of the seventh month following Executive’s separation from service; andsuch Delay Period. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Employer determines that any successor provisionother payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed to amounts payable hereunder (or any portion thereofthe minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). (d) To the extent it is determined that any benefits described in Section 6(a)(ii) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the receipt of any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable benefits under this Agreement by reason as a result of Executive’s a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service during a period in which Executive is a “specified Executiveservice” (as defined under Code Section 409A and within the final regulations thereunder), then, subject to any permissible acceleration meaning of payment by Company under Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 1.409A-3(j)(4)(ii) (domestic relations order409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (j)(4)(iiii) the expiration of the six (conflicts 6) month period measured from the date of interestExecutive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (j)(4)(viii) the date of Executive’s death (payment the “Delay Period”). Within ten (10) days following the expiration of employment taxes): the Delay Period, all payments and benefits delayed pursuant to this section (iwhether they would have otherwise been payable in a single sum or in installments in the absence of such delay) if the payment shall be paid or distribution is payable reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the Executive’s right to receive normal payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; anddates specified for them herein. (iib) if Except as otherwise expressly provided herein, to the payment extent any expense reimbursement or distribution other in-kind benefit is payable over timedetermined to be subject to Code Section 409A, the amount of any such nonexpenses eligible for reimbursement or in-exempt deferred compensation that would otherwise kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be payable during reimbursed or in-kind benefits be provided after the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first last day of the seventh month calendar year following Executive’s separation the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from servicethe date of termination through March 15th of the calendar year following such date, whereupon the accumulated amount will be paid or distributed are intended to Executive and the normal payment or distribution schedule constitute separate payments for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application purposes of Treas. Reg § 1.409A-1(b)(9)(iii)(or Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if Penns W▇▇▇▇ determines that any successor provision) other payments hereunder fail to amounts payable hereunder (or any portion thereofsatisfy the distribution requirement of Code Section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s “separation from service during a period service,” as such term is defined in which Treas. Reg. Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (as defined ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. The Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. A. It is the intention of H▇▇▇▇▇ and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with Code Section 409A, the Treasury regulations and other guidance promulgated or issued thereunder (a) Notwithstanding collectively for purposes of this paragraph 16, “Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A, H▇▇▇▇▇ shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the contrarymaximum extent practicable, the original intent and economic benefit to the Executive and H▇▇▇▇▇ of the applicable provision shall be maintained, but H▇▇▇▇▇ shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to H▇▇▇▇▇. H▇▇▇▇▇ shall not have any liability to the Executive with respect to tax obligations that result from the application of Section 409A and makes no representation with respect to the tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. B. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Executive’s employment will 's taxable year following the taxable year in which the expense was incurred. C. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. D. Neither H▇▇▇▇▇ nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A. If the consideration period (or revocation period, if applicable) for any general release and waiver extends across two (2) calendar years, the payments to the Executive shall begin in the second of the calendar years. E. If and to the extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have terminated occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination of employment” or like terms shall mean “Separation from Service.” F. If the Executive is deemed on the date of Executive termination of his employment to be a “separation from servicespecified employee,” (within the meaning of Treas. Reg. that term under Section 1.409A-1(h)409A(a)(2)(B) and using the identification methodology selected by H▇▇▇▇▇ from time to time, or if none, the default methodology under Section 409A, then with Company. (b) It is intended that regard to any payment or the providing of any benefit subject to this Agreement will comply and to the extent required to be delayed in compliance with Section 409A of the Code409A(a)(2)(B), and any regulations and guideline issued thereunder (“other payment or the provision of any other benefit that is required to be delayed in compliance with Section 409A”) 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent earlier of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, expiration of the six-month period measured from the date of the Executive’s right to receive payment Separation from Service or distribution (ii) the date of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or death. In this regard, it is the intention and understanding of H▇▇▇▇▇ and the Executive that payments made following a Termination of Employment under paragraph “1” shall be exempt under the “short-term deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements of Section 409A(a)(2)(B) and are not required and shall not be delayed. Absent such exception, on the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier date of Executive’s death Separation from Service or, if earlier, on the date of his death, all payments delayed pursuant to this paragraph “16.F.” (whether they would have otherwise been payable in a single sum or in installments in the first day absence of the seventh month following Executive’s separation from service, whereupon the accumulated amount will such delay) shall be paid or distributed reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment or distribution schedule dates specified for any remaining payments or distributions will resumethem herein. This The determination of whether the Executive is a “specified employee” shall be made by H▇▇▇▇▇ in good faith applying Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).409A.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the Severance Benefits and other payments payable under your offer letter, as amended by this Agreement will comply with Agreement, satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Codeprovided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations will be construed to the greatest extent possible as consistent with those provisions, and guideline issued thereunder (“Section 409A”) to the extent that any compensation not so exempt, will be construed and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves makes such amounts compliant with the original intent requirements of Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary herein, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the Parties payments or benefits due upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent reasonably possibledelayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. No action or failure to actUpon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 14 paragraph shall subject Company be paid in a lump sum to any claim, liability, or expenseyou, and Company any remaining payments due shall not have be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) amounts so deferred. For purposes of the application offer letter, as amended by this Agreement, any reference to termination of Treasemployment shall be construed to mean a Separation from Service. RegYour offer letter, as amended by this Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. § 1.409A-1(b)(4)(or To be clear, this Agreement supersedes all prior understandings (including those in the offer letter) regarding your rights to receive benefits upon a termination of your employment for any successor provision)reason. This Agreement is entered into without reliance on any promise or representation, each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. Any ambiguity in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should shall not be construed against either party as the drafter. This Agreement may be executed in counterparts and email or facsimile signatures will suffice as original signatures. If this Agreement is acceptable to prevent you, please sign and return a copy to ▇▇▇▇ ▇▇▇▇▇▇▇ on or before December 31, 2010. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ THIS AGREEMENT AND RELEASE, dated as of , 20 (this “Agreement”), is entered into by and between (“Executive”) and Iridium Communications Inc. (the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof“Company”).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if the Employee is subject to U.S. Federal income tax on any amount or benefit that would constitute non-exempt part of the payment of the RSUs and the Award is subject to Section 409A, then the RSUs shall be subject to the following provisions of this Section 9. If the Employee is a “deferred compensationspecified employee” for purposes within the meaning of Section 409A 409A, any payment of RSUs under Section 8 of this Agreement above that is on account of the Code would otherwise be payable or distributable under this Agreement by reason of ExecutiveEmployee’s separation from service during a period in which Executive and is a “specified Executive” (scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or soon as reasonably practicable after the first day of the seventh month following Executive’s separation from service; and (ii) if beginning after the payment or distribution is payable over time, date of the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following ExecutiveEmployee’s separation from service will be accumulatedor, if earlier, as soon as reasonably practicable following the Employee’s death. During such delayed distribution period, the Employee shall continue to receive cash amounts equal to dividends on Common Stock pursuant to Section 4 of this Agreement, and such amounts shall be paid to the Executive’s right to receive payment or distribution Employee as such dividends are paid. In the event of such accumulated amount will be delayed until the earlier of Executive’s death or the first day a “Change in Control” under section 6(b) of the seventh month following Executive’s Plan that is not also a “change in control event” within the meaning of Treas. Reg. §1.409A-3(i)(5)(i), the RSUs shall vest as set forth in section 6(a) of the Plan, but shall not be paid upon such Change in Control as provided by section 6(a) of the Plan, and shall instead be paid at the time the RSUs would otherwise be paid pursuant to this Agreement. References to termination of employment and separation from service shall be interpreted to mean a separation from service, whereupon within the accumulated amount will meaning of Section 409A, with the Company and all of its Affiliates treated as a single employer under Section 409A. This Agreement shall be paid or distributed to Executive construed in a manner consistent with Section 409A. For purposes of Section 409A, the payment of dividend equivalents under Section 4 of this Agreement shall be construed as earnings and the normal time and form of payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not of such dividend equivalents shall be construed to prevent treated separately from the application time and form of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)payment of the underlying RSUs.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Agreement is intended to be interpreted and operated so that this Agreement will comply with Section 409A the payment of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement set forth herein either shall either be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive exempt from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes requirements of Section 409A of the Code would otherwise or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Subsections 4(b), (d)(i), (d)(iii), (e) or distributable under this Agreement by reason (f) constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Executive’s separation Separation from service during a period in which Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of (i) six (6) months after the Executive” ’s Separation from Service; or (as defined ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Section 4. The Executive hereby acknowledges that she has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code Section 409A and applicable State tax law. The Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Code Section 409A and the final regulations thereunder), then, subject to corresponding provisions of any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof)applicable State income tax laws.

Compliance with Code Section 409A. (a) A. Notwithstanding any provision of this Agreement to the contrary, Executivethe President’s employment will be deemed to have terminated on the date of Executive the President “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Companythe Corporation. (b) B. It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Code Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 18 shall subject Company the Corporation to any claim, liability, or expense, and Company the Corporation shall not have any obligation to indemnify or otherwise protect Executive the President from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) C. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) D. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Code Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executivethe President’s separation from service during a period in which Executive he is a “specified Executiveemployee” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company the Corporation under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the ExecutivePresident’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executivethe President’s death or the first day of the seventh month following Executivethe President’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months six-month period immediately following Executivethe President’s separation from service will be accumulated, accumulated and the ExecutivePresident’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executivethe President’s death or the first day of the seventh month following Executivethe President’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive the President and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d18(D) should not be construed to prevent the application of Treas. Reg Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) a. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) b. It is intended that this Agreement will comply with or be exempt from Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code.409A. (c) c. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) d. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) i. if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) . if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. 8 Confidential This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, ExecutiveEmployee’s employment will be deemed to have terminated on the date of Executive Employee “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive Employee from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) . For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (dc) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of ExecutiveEmployee’s separation from service during a period in which Executive Employee is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the ExecutiveEmployee’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of ExecutiveEmployee’s death or the first day of the seventh month following ExecutiveEmployee’s separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following ExecutiveEmployee’s separation from service will be accumulated, and the ExecutiveEmployee’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of ExecutiveEmployee’s death or the first day of the seventh month following ExecutiveEmployee’s separation from service, whereupon the accumulated amount will be paid or distributed to Executive Employee and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (or any portion thereof).

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that this Agreement will comply with Section 409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation payments and benefits provided hereunder constitute deferred compensation subject to under this Agreement shall be exempt from or comply with the application of the requirements of Code Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A construed, administered and governed in a manner that preserves the original intent of the Parties to the extent reasonably possibleaffects such intent. No action or failure to actSpecifically, pursuant to (i) each payment under this Section 14 shall subject Company to any claimAgreement, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), including each payment in a series of payments will installment payments, is deemed to be deemed a separate payment. installment payment and (dii) Notwithstanding anything in any taxable benefits or payments provided under this Agreement are deemed to be separate payments that qualify for the “short-term deferral” exclusion from Code Section 409A to the maximum extent possible. To the extent that this exclusion (or any other available exclusion) does not apply, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Code Section 409A, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executiveemployee,” (as defined determined by the Company, as of his date of termination, then all amounts due under this Agreement that constitute a “deferral of compensation” within the meaning of Code Section 409A and the final regulations thereunder)409A, then, subject to any permissible acceleration that are provided as a result of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s “separation from service; and (ii) if ” within the payment or distribution is payable over timemeaning of Code Section 409A, the amount of such non-exempt deferred compensation and that would otherwise be payable paid or provided during the first six months immediately following Executive’s separation from service will date of termination, shall be accumulated, accumulated through and paid or provided on the Executive’s right to receive payment or distribution of such accumulated amount will be delayed until first business day that is more than six months after the earlier date of Executive’s death or the first day date of the seventh termination (or, if Executive dies during such six-month following period, within 90 days after Executive’s death). For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company when Executive incurs a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). (b) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, whereupon except as permitted by Code Section 409A: (i) the accumulated amount will be paid right to reimbursement or distributed to Executive and the normal payment or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should in-kind benefits shall not be construed subject to prevent liquidation or exchange for another benefit; (ii) the application amount of Treas. Reg § 1.409A-1(b)(9)(iii)(or expenses eligible for reimbursement, or in-kind benefits, provided during any successor provisioncalendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (iii) to amounts payable hereunder (such payments shall be made on or any portion thereof)before the last day of Executive’s calendar year following the calendar year in which the expense occurred, or such earlier date as required hereunder.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement anything herein to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It this Employment Agreement is intended to be interpreted and operated so that this Agreement will the payments and benefits set forth herein either shall either be exempt from the requirements of Code Section 409A or shall comply with Section 409A the requirements of such provision; provided, however, that in no event shall the Code, and any regulations and guideline issued thereunder (“Section 409A”) Company be liable to the extent that Executive for or with respect to any compensation and benefits provided hereunder constitute deferred compensation subject taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. This Agreement shall be interpreted on a basis consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner Executive hereby acknowledges and agrees that preserves the original intent of the Parties no representations have been made to the extent reasonably possible. No action or failure Executive relating to act, the tax treatment of any payment pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereundercorresponding provisions of any applicable state income tax laws. Specifically, the parties agree as follows: (a) Each severance payment shall be treated as a right to a series of separate payments as set forth in Treasury Regulation 1.409A-2(b)(2)(iii) and no severance payment shall be paid later than the last day of the second taxable year of the Executive following the taxable year of the Executive’s “separation from service” as defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”). To the extent that any severance payment constitutes a “deferral of compensation” subject to Code Section 409A (a “409A Payment”), then, subject (A) in the event that a termination of Executive’s employment does not constitute a Separation From Service, such 409A Payment shall begin at such time as the Executive has otherwise experienced such a Separation from Service, and the date of such Separation from Service shall be deemed to any permissible acceleration be her Termination Date for purposes of payment by Company under Section 5 hereof, and (B) if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order1.409A-1(i), (j)(4)(iii) (conflicts as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive earlier than the earlier of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, six (6) months after the Executive’s right to receive payment Separation from Service; or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount date of such non-exempt deferred compensation her death. The 409A Payments under this Agreement that would otherwise be payable made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six months immediately (6) month period or following the date of the Executive’s separation from service will be accumulateddeath, whichever is earlier, and the Executivebalance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 5. (b) With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s right policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to receive payment or distribution Code Section 409A (as determined by the Company in its sole discretion), each of such accumulated amount will the following shall apply: (1) no reimbursement of expenses incurred by Executive during any taxable year shall be delayed until made after the earlier of Executive’s death or the first last day of the seventh month following taxable year of Executive’s separation from service, whereupon (2) the accumulated amount will of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be paid or distributed provided, to Executive in any other taxable year, and (3) the normal payment right to reimbursement of such expenses or distribution schedule for any remaining payments or distributions will resume. This Section 14(d) should in-kind benefits shall not be construed subject to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder (liquidation or any portion thereof)exchange for another benefit.

Compliance with Code Section 409A. (a) Notwithstanding any provision of this Agreement to the contrary, Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. (b) It is intended that all of the payments payable under this Agreement will comply with satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the CodeCode provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and any regulations and guideline issued thereunder (“Section 409A”) this Agreement will be construed to the greatest extent that any compensation and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis possible as consistent with this intentthose provisions. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. (c) For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment. (d) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason (including, without limitation, for purposes of Executive’s separation from service during a period in which Executive is a “specified Executive” (as defined under Code Treasury Regulation Section 409A and the final regulations thereunder1.409A-2(b)(2)(iii)), then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment or distribution under this Agreement will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such non-exempt deferred compensation payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be delayed until provided to Executive prior to the earlier earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day of following the seventh month following Executive’s separation from service; and (ii) if the payment or distribution is payable over time, the amount expiration of such non-exempt applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred compensation that would otherwise be payable during the six months immediately following Executive’s separation from service will be accumulated, and the Executive’s right pursuant to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation from service, whereupon the accumulated amount this paragraph will be paid or distributed in a lump sum to Executive Executive, and the normal payment or distribution schedule for any remaining payments due will be paid as otherwise provided in this Agreement or distributions in the applicable agreement. No interest will resume. This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii)(or due on any successor provision) to amounts payable hereunder (or any portion thereof)so deferred.